


SpiderGwen: Origins

by MarvelousMissMarvel



Series: Chronicles of SpiderGwen [1]
Category: Marvel Cinematic Universe, The Avengers (Marvel Movies), The Avengers (Marvel) - All Media Types
Genre: Action, Alternate Universe, Angst, Bullying, Comfort, Drinking, Friendship, Gwen Stacy is Spider-Woman, Hope, Hurt, Language, Love, Major character death - Freeform, Multi, Peter Parker is not Spider-Man (and then later he is), Tony Stark as a father figure, Unrequited Love, Violence, endgame compliant universe (eventually)
Language: English
Status: In-Progress
Published: 2020-07-06
Updated: 2020-07-18
Packaged: 2021-03-04 18:55:28
Rating: Teen And Up Audiences
Warnings: Major Character Death
Chapters: 4
Words: 21,460
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25111252
Author URL: https://archiveofourown.org/users/MarvelousMissMarvel/pseuds/MarvelousMissMarvel
Summary: She shook herself out of her old memories, almost forgetting that she was sitting in front of his grave. Newer, worse memories awaited her here. She and Tony sat in silence, passing the whiskey back and forth. The first bottle of whiskey ran out and in true Tony fashion, he produced another. Gwen found herself smiling, ever so slightly, at the predictability of it only to find herself crashing back to reality every time she saw the name carved into the frigid stone.
Relationships: Implied Tony Stark/Pepper Potts, James "Bucky" Barnes/Steve Rogers, Michelle Jones/Peter Parker, Peter Parker & Gwen Stacy
Series: Chronicles of SpiderGwen [1]
Series URL: https://archiveofourown.org/series/1818745
Comments: 7
Kudos: 10





	1. The Sound of Silence

**Author's Note:**

> This all came to me in a dream. I wanted to do an MCU Avengers style but in a Universe where Gwen Stacy is the Spider-Woman and becomes an Avenger. Awesome things and tragedy ensue. If you stop by and like this story please know how grateful I am. This is the first story I have written since I was like 14. I am so happy to have something I am excited about and I hope you enjoy! 
> 
> Here is a link to my tumblr https://www.tumblr.com/blog/themarvelousmissmarvel  
> Getting into the SWING of things and I made a mood board for the first story in the collection
> 
> https://www.pinterest.com/missmarvelous1993/spidergwen-origins-moodboard/

**Summary for the Chapter:**

> She shook herself out of her old memories, almost forgetting that she was sitting in front of his grave. Newer, worse memories awaited her here. She and Tony sat in silence, passing the whiskey back and forth. The first bottle of whiskey ran out and in true Tony Stark fashion, he produced another. Gwen found herself smiling, ever so slightly, at the predictability of it only to find herself crashing back to reality every time she saw the name carved into the frigid stone. 

_ Present _

_ Earth 919 _

The brightness of the sun taunted their sadness but the wind carried the truth of their grief in its chill. An unseasonable chill; almost as if the season were sharing in their torment. She watched from one of the many trees that surrounds the cemetery. After fleeing the visitation she couldn’t stand another minute around other people. The pallbearers were bringing him down now; Steve, Bucky, Fury, and Bruce. She didn’t see Tony and she wasn’t all that surprised.

Gwen swallowed thickly; she could hear their footfalls and even louder, their tears. She put her thumb near her mouth and began to chew her nail. Nervous habit. She could see his eyes and hear his voice in her memory,  _ “You can swing between buildings, you should be able to keep your fingers out of your mouth.”  _ She pulled her thumb away from her mouth; she was going to have to keep track of herself now. She fingered the edge of her black dress instead. 

Only an hour before she had been at the visitation; skirting along the edge of the cold room, hoping everyone would leave her alone. She had gotten her wish and found herself in the room with the open casket. Alone. Well, not entirely. There was still the man in the casket. She didn't remember moving at all but now she was at the very edge of the coffin. 

He could just be sleeping. For a moment she strained to hear the faintest heartbeat, a breath, a gurgle; anything to end this nightmare. But she knew it wouldn’t come. She had watched the life leave his chestnut eyes. Eyes that were closed now. Closed forever. 

He was in the only suit she knew for certain he owned. He had only worn it a handful of times. Suits weren’t his thing; always preferring the comfort of his grey SI hoodie. It was him laying there and yet it wasn’t. His chocolate curls were as lifeless as the body in front of her and without thinking she brushed her finger along his pale, cold cheekbone and pushed back one of his curls; smiling slightly and sadly to herself. 

“Gwen?” 

The voice startled her, and it shouldn’t have; she should have known she was no longer alone. She snapped her hand back like she had been burned. She had been caught. She turned around quickly, her heart hammering in her chest, her eyes meeting a pair of red rimmed, hazel eyes, “M-MJ. I-I-I’m sorry.”

She had run as fast as she could out of the funeral home. She heard MJ calling after her but she never looked back. She had swung her way across the city and to the cemetery to wait. Alone. 

Now, she watches May clutch MJ’s hand and sees her squeeze back, tears falling down her face. Gwen could hardly bear it. 

The hairs on her arms stood as she realized she’s no longer alone in the tree. She knew he wasn’t a threat, in fact her body had registered his scent before he even sat on the branch just above her.

“Hey Miles,” she managed weakly. She hadn’t expected her voice to sound so thick and raspy. She hadn’t cried since it happened and hadn’t spoken to anyone in days.

“Hey,” the boy whispered, putting a tentative hand on her shoulder. She swallowed the lump that tried to rise from her throat and put her hand over his. They sat like that in devastated silence as the funeral party paid their respects. She grips Miles' hand tighter as MJ places a final rose on the coffin. MJ kissed her finger tips, placing them on the oak casket, her engagement ring glimmered brilliantly in the sunset. 

They began to lower him into the ground. Gwen couldn’t tell if it had been one hundred years or 1 minute when the sun finally sank below the horizon. Miles had squeezed her shoulder then and she felt the branch above her move, “Will I see you at the compound later?” She shrugged. She didn’t have a real answer for the boy. He gave her shoulder one more squeeze and was gone. 

Now only MJ and May stood at the grave, holding hands. May looked around, almost hopeful, but MJ shook her head. She knew they were wondering where she was. She would visit them later, but now she could barely stand to be in her own presence, let alone 2 others whose grief wasn’t the same as hers.

More time passed and eventually MJ squeezed May and they left together; MJ taking one more look at the fresh grave. Gwen stayed in the tree until she was certain she was alone. She jumped gracefully from the tree, landing without sound. Her heart continued to pound as she walked slowly toward the fresh mound of dirt. Every fiber in her being could feel every sensation; the wind, the chaos of New York, the sound of nocturnal creatures, her own blood pumping through her body. Every part of her tingled with the tension within herself and in the air. 

She finally reached the grave and had to lock her legs so she wouldn’t fall to her knees.  _ You owe him this much.  _

Her breath caught as she scanned the cold stone; the final twist of the knife to her heart.

PETER BENJAMIN PARKER

AUGUST 10, 2001 - JUNE 21, 2030

She looked up at the sky and let out an agonizing scream that made her knees buckle against her will. Kneeling in front of Peter’s grave, she grabbed the edge of her black dress, bawling her hands up into fists and she fought back tears. 

She heard his footfalls before she saw him. She didn’t move, still breathing heavily, trying desperately to curb the emotions crashing like waves through her body. She heard the faint clink of glass and the heavy perfume of expensive whiskey as he sat next to her in front of the grave. 

“You okay, kid?” Tony asked, taking a swig from the bottle. When she didn’t respond he offered her the whiskey, which she took without looking up. She took a big gulp and shuddered at the taste. They stayed that way, in silence, drinking, for several minutes. He hadn’t been able to get her to talk for the last week. He didn’t know if she would speak to him tonight. Miles had been giving him reports that she wasn’t talking to anyone. And so this had been their tradition for the last week; no talking. Just drinking. He knew that when she was ready to talk, she would; just like him. Almost as if she read his thoughts she took a breath. 

“It’s all my fault.” She choked out weakly. Her body tingles painfully as she pushes her feelings down again. 

Tony sighed heavily, “Kid, you did what you could do. No one could have predicted what happened.”

Her control was waning and she spoke through gritted teeth, “I should have paid better attention to his math. To Harry. To  _ Oscorp.”  _ She took another swig of whiskey. 

Tony didn’t speak, he just swallowed; Gwen could feel his anguish. Tony was maybe the only other person who understood what she was going through. Peter hadn’t just been her best friend. He had been her family. Someone who understood her. Someone who saw her. Peter had always had a way of seeing people others misunderstood. Tony had reluctantly taken Peter under his wing when Gwen confessed that Peter knew about her abilities and helped her develop her web fluid. 

While annoyed at Peter’s near constant pop culture references, his prodigy level intelligence and genuine nature won Tony Stark over pretty quickly. At the time of his death, Peter was a top innovator at Stark Industries, working with the Avengers Initiative and helping all of them upgrade their suits and equipment. When the headlines hit of Peter’s death they read, “Stark Industries Protege Peter Parker Dies in Freak Accident at Oscorp". Freak accident indeed. The first day after it happened, Gwen had found herself in a state similar to the one she was in now; sitting down with Tony Stark, silent, booze in hand. 

For Gwen, Tony was surprisingly easy to understand. She understood his brooding nature, sarcastic whit, but most importantly that his heart was bigger and felt more than anyone else believed he was capable of. His other monikers, while they applied, were a distraction from what Tony was really about.

After she was bitten by the spider, Tony had sought her out; finding a girl in a group home with brains through the roof and an attitude to boot; a kindred spirit. He’d wasted no time getting her out of the system and into Avengers Tower. Gwen’s whole life had changed in an instant. She had refused to call Tony "Dad" but for all intents and purposes; he kind of was. He had welcomed her with open arms and their battle of sarcasm and whit made them an unlikely duo but with Peter in the mix it balanced out the ego of the room. 

She had met Peter when she was 7 and he was 5. Their parents had died within days of one another; hers in a fire, his in a plane crash. Peter was handed over to his Uncle Ben and Aunt May and Gwen, with no family, had been handed over to the state. She had met Peter outside of a counseling office. She had been several times and the grief counselors did not seem to care about Gwen’s superior intelligence, resigning to treat her like a child who didn’t understand. But Gwen had been inside, among the flames and her parents' last moments; their screams burned into her memory forever. It was the counselors who did not understand. 

She was in the waiting room alone when Ben and May showed up with tiny Peter in tow. He was fiddling with a Captain America watch. She remembered watching him quizzically. She could tell he was younger than her, not by much, but he had that same look in his eyes that made her know he craved to understand how things worked; just like her. He had looked up from his watch, as if he sensed her staring. He smiled shyly at her and left his aunt and uncle's side. He was slight in stature, of course he was five years old, but his chest puffed out with confidence and he stuck his little hand out to her, “I’m Peter Parker.” 

She regarded him curiously. She didn’t get along well with other kids usually. Living in a group home made her weary of other children but something in his big brown eyes and soft smile melted her cold indifference. She looked at his hand again before smiling slightly and taking it in her own, “Gwen Stacy.” 

He had shown her the watch then, not even asking if she was interested, he just knew she would be. While they waited, they discussed the components of the watch and wondered what Captain America was really like. After that moment, Peter had always been there. They went to the same school and Peter had skipped two grade levels so they were even in the same class. Being almost two years younger than everyone and about ten times smarter, Peter was an easy target for bullying and she had become his protector. Peter was brave but he was also small. Gwen was growing up in the system and so she knew how to deal with bullies. She had protected Peter his whole life; until she couldn’t. 

She shook herself out of her old memories, almost forgetting that she was sitting in front of his grave. Newer, worse memories awaited her here. She and Tony sat in silence, passing the whiskey back and forth. The first bottle of whiskey ran out and in true Tony Stark fashion, he produced another. Gwen found herself smiling, ever so slightly, at the predictability of it only to find herself crashing back to reality every time she saw the name carved into the frigid stone. 

Opening the new bottle, Tony handed it to Gwen, “First couple drinks for you, kid.” She didn’t question him and sipped at the fresh whiskey. He knew with her abilities that it would take a lot more than one bottle of whiskey to help her forget. Finally, Gwen took a breath and laid down in the grass. She sat up slightly to take another drink before passing it off to Tony, settling her head and looking up at the sky. She closed her eyes for a brief moment before snapping them open again and gasping for air. 

Tony gave her a sympathetic look but didn’t say anything. He knew if she wanted to offer any information she would. And she did.

“When I close my eyes, it’s like a living nightmare. I close my eyes and I see...it all over again.” She whispered hoarsely. 

“When was the last time you slept?” Tony asked tentatively. 

She snorted, “That’s something coming from you.”

He gave her a look. He wouldn’t push her too much but he knew this slippery slope better than anyone else. He may not have been the one with senses dialed up to eleven but he could feel how broken she was. He had been there before, many times. 

Gwen could sense Tony's genuine concern and worry for her and that only made the intensity of the things she was pushing down stronger. She reached her hand out for the bottle of whiskey before she answered him,  “4 days ago.”

“Jesus Christ, Gwen.” Tony handed her the liquor and leaned back onto his elbows.

“I learned from the best,” she took the bottle. 

“It’s not one of my qualities you should take up.” 

“Well, Peter was the one who picked up your good qualities.”

His name hung in the air between them. Her heart ached but the pain was dull. She was well on her way to becoming just like her mentor. She knew that Tony had demons and while she had many of her own, this demon was one she knew she would never be able to shake. She placed the bottle to her left side and laid her hand on top of Tony’s, squeezing it gently. 

“I see why you do this,” she slurred slightly.

He chuckled darkly, “It’s only temporary. Remember that, kid. It’ll numb you but the pain comes back and kicks you in the teeth every time.”

She groaned at that, “I don’t know what to do. Or say. Or feel. I can’t be around anyone. I saw MJ earlier and I...I couldn’t be there with all of them. When I know so much that no one else knows. They’re all calling it a freak accident and it….it was, but they don’t know the half of it.” She grabbed the bottle again and chugged the rest as Tony watched, a little concerned and a little impressed.

Who was he to judge her anyway? He’d seen the bottoms of thousands of bottles over lost friends. But even he had to admit, Peter had left a hole in their hearts that burned a little different than the rest. Peter was an innocent bystander, caught up in something too big for any of them to fully understand yet. 

“We’re going to get to the bottom of this, Gwen.” He said seriously. She shifted her eyes to look at him. He rarely called her Gwen. 

“What if there’s nothing to get to the bottom of? What if it was just...our fault?” 

He took a deep breath, “I keep thinking the same thing.” 

Gwen looked at the empty bottle in her left hand, “No chance you brought more than this.”

Tony grimaced but her wasn't going to lie, “As a matter of fact,”he reached into the pocket of his blazer and produced a couple of shooters. 

“Can always count on you,” she took one of the shooters from his hand and screwed the top off. 

Tony knew he shouldn’t be enabling this kind of behavior but he remembered what he had been like when he lost Pepper. Cap and the rest of the Avengers had tried to stop him which drove him further into the arms of drunk indifference. He had learned a long time ago that interventions rarely worked for people in deep grief. And like him, Gwen wasn’t one to express her feelings well. But Tony also knew, from his own benders and dark days, an epic crash would come and then they could really talk, move forward, and do what they do best; avenge. 

They sat in silence again, each occasionally taking a small sip from their shooters. 

She could feel herself toeing over the line of tipsy to drunk and she was grateful. She didn’t drink often before this; mostly because being an enhanced person made it harder for her to get drunk. But now she wanted to be drunk; _needed_ to be drunk. She needed to numb herself. Her senses had been hypersensitive since the incident. Every fiber of her being vibrated through her. It was painful and if she could numb it briefly, she would. She sat back up and pulled her knees to her chest. 

“You don’t have to worry about me, you know.” She said quietly. 

Tony gave an exasperated sigh, “Kid, you haven’t slept in 4 days and you’re drinking like me.” 

She couldn’t argue with him there. She hated to worry him. She really did but she didn’t know what else to do. She didn’t know how to handle this loss. In all of the loss she had suffered prior to now she had an anchor; Peter. And now she was drifting out into a sea of uncertainty and chaos. 

“I’m not trying to worry you, I just...he died in my arms Tony. I watched the light leave his eyes. I felt him get cold. My senses were tingling like never before because it was so much to see and feel at once.”

He knew that. He had arrived on the scene in his Iron Man suit minutes after Peter took his final breath. He had been the one to find Gwen though it wasn't difficult; screaming and sobbing as she rocked a lifeless Peter Parker in her arms. Her agony would haunt Tony forever. They’d had to sedate her just to get her to let go of Peter but she didn’t go down easy. Wailing before the drug overtook her. He hadn’t seen her cry again since that night. 

Tony spoke carefully, “I know, Gwen. I know you’ll have to...get through this part, as best you can. I can’t exactly judge you on excessive drinking and not sleeping anyway. But I can tell you, that won’t fix any of it.” 

She nodded and looked at the gravestone again.  _ Peter Parker. Peter Parker. Peter Parker _ . The more she looked at it the less real it felt. She took another shooter from Tony and downed it in a single drink. They didn’t speak again until the sun began to rise in front of them. Tony sighed heavily and stood up; stretching his arms out and then offering his hand to Gwen, “come on, kid. Let’s go home and we’ll have coffee and figure out what’s next, one day at a time.” 

She took his hand and he pulled her up. She looked at him, truly looked at him for the first time since he joined her at the grave. The sadness and pain in his eyes mirrored her own and it broke something inside her. A hideous sob escaped her throat and she threw her arms around Tony, pulling him tightly to her and weeping into his shoulder. He hugged her back tightly as he could as she wept.

“I-I never got to tell him” she wailed brokenly into his chest.

He kissed the top of her head, “I know, kid. I know.”


	2. The Itsy Bitsy Spider

**Summary for the Chapter:**

> They had been huddled together, whispering angrily but when they spotted the two kids on the bench, they stopped talking immediately. They looked down at Gwen and she recognized one of them instantly. He was an older man with sharp cheekbones, small green eyes, and auburn hair peppered with grey. He was dressed in a three piece suit, in stark contrast with his companion who was in a lab coat. As soon as they passed them, they continued their angry whispering.
> 
> “That was Norman Osborn.” Peter breathed.

**Notes for the Chapter:**

> A little trip to Oscorp for young Peter and Gwen. Gwen has a REALLY bad day. Peter Parker is a sweet and precious friend.

**16 Years Earlier (This time includes the Snap of this Universe)**

**Gwen is 14. Peter is 13.**

She knew today was going to be a horrible day. She was dangerously close to crying but she wouldn’t give them the satisfaction. She stuffed her clothes into her duffle bag angrily. It was too early for this. She couldn’t stand the smug looks on the other girls faces as she stomped out of the dance studio and into the early morning. 

She took a deep gulp of the morning air and steadied her emotions. She wasn’t going to cry. Not over this. She adjusted her glasses and looked down at her watch; 7:45AM. 

“It didn’t go well did it?”

Her heart nearly leapt out of her body but settled quickly because she knew the voice, “Peter. You can’t keep doing that to me.”

The boy laughed appearing at her side, “It’s just so easy. For someone so observant I wouldn’t think it would be SO easy. Anyway, I told you I would meet you here so we could walk to school together.”

Gwen just nodded and started to head down the street. Peter followed in step yammering away about the computer he was building. His Uncle Ben had surprised him a week ago and taken him to a Stark Expo and Peter wanted to build his own computer, just like Tony Stark. Gwen already knew all of this; she had gone to the expo with him. 

Peter was actually hoping Gwen would jump in and just tell him what happened. He honestly thought he could annoy her into changing the subject but she just let him ramble. Her stance was rigid as they walked, her jaw set in a tight clench. 

They stopped at a crosswalk and Peter took a breath and carefully asked, “So what happened?”

She chewed the inside of her lip and glanced at him for the first time since they started their trek to school, “The same thing that always happens. I can’t keep up and those brainless girls make fun of me for having two left feet and today…”

She took a deep breath, “Today...Madame Lampen told me she was removing me from the troupe and not to come back.” 

The crosswalk signaled for them to walk and Peter fell in step with her again. He didn’t exactly know what to say. A few years ago, Aunt May had taken Peter and Gwen to the ballet and Gwen was astounded by the agility and elegance of the ballerinas. She excitedly had told her therapist how it had taken her breath away. Her therapist thought this was a good development and could be a great outlet for Gwen and encouraged her to take some dance classes. 

When she first started, being bad at dancing wasn’t that bad because no one started out a perfect dancer. But Gwen wasn’t known for her grace and she just couldn’t get better. Marginally, yes but not good enough for any competitive dance troupes to keep her. This was the third troupe she had started and the third she had been kicked out of. And she couldn’t take more advanced classes because she could barely get through a beginner level class. 

“I’m sorry, Gwen.” Peter said sincerely.

She just shrugged but Peter knew how beat up she was inside. He knew she acted as though it didn’t bother her but Gwen loved dance. She had once told him she loved the idea behind the strength and the beauty of it. Despite all of her attitude, Gwen loved pretty and delicate things. She wanted to be pretty and delicate too. To Peter, she already was both of those things but he would take his small crush on his best friend to the grave if he had to. Seeing her upset tore him up inside.

He hated to see her like this because he didn’t always know what to do to help. Gwen was always there for him, protecting him at nearly every turn but the kind of things Gwen went through Peter couldn’t protect her from. So he resolved just to be there for her. 

“You know-” Peter started but she cut him off. 

“Look Peter, I don’t want to talk about this anymore. It’s not like it hasn’t happened to me before, I am used to the rejection of it by now. It’s just...those stupid girls and their stupid, smug faces.” 

Peter nodded knowingly, “Well, you’re worth more than all of them put together. And I bet none of them know how to make a computer or a robot. You have other skills.” 

Gwen’s shoulders slackened a bit and she smiled slightly. Peter always had a way of making her feel better. She found he was the only person she could talk to. He was the only person who really knew her. She wasn’t great at talking about her feelings but she did let him know, as often as she could that she appreciated him. Not so much in words but in actions. 

“So, tell me about the progress on the computer.” 

Peter’s eyes lit up as he launched into a story about the night before. 

As they came up to the school, Peter began to trail off. Gwen saw him become visibly nervous. 

Being 13 and a freshman in high school wasn’t easy for him. Gwen herself was right around the corner from 15 and even that year and a half had her at an advantage to Peter. Aunt May and Uncle Ben had been excited for Peter when it was offered to him to move up two grade levels. They had explained to him that the choice was ultimately his but they had warned him that skipping grades sometimes came with...consequences. For Peter, those consequences for the last 6 years were usually getting locked inside his own locker by Flash Thompson.

As if on cue, Peter was pulled from Gwen’s side; she whipped around and Peter was already on the ground, groaning. Flash stood over him with a smirk on his face, “Hey there Penis Parker.”

Gwen was on him quicker than he’d taken Peter down; pushing him against the wall; hard. Flash grunted but the snarky smile didn’t leave his lips, “What’s wrong Penis, can’t fight your own battles?”

Gwen gripped his shirt in her hands and slammed him into the wall again, “It’s not a battle, you infantile prick. Peter wasn’t even doing anything. But if you want a battle, I will give you one.” 

Flash faltered and his cheeks grew red. Usually, Gwen wasn’t violent against Peter’s tormentors. Usually she just stepped in front of him or was the one to get him out of the locker. She typically used her intelligence and sarcasm to make flash and his buddies feel like morons. Not today. Her breath was coming out heavily, her nostrils were flared, and her eyes were almost black with rage. 

“Miss Stacy, is there a problem here?” A voice said from behind her. 

The voice snapped her out of her anger. She let go of Flash’s shirt, “No, Mr. Webber. We were just playing a little game. Good game pal.” She patted his cheek harshly. Flash scoffed and straightened his shirt. 

Mr. Webber knew this wasn’t the truth but when he noticed Peter Parker sitting on the ground he had a pretty clear picture of what had happened. Mr. Webber and the other teachers did know that Mr. Parker was the biggest target for bullying. 

“Just get to the buses. We leave for Oscorp at 8:30 sharp.” 

“Come on, Pete.” Gwen reached her hand out to help him up.

Peter looked kind of stunned but he was also grinning, “That was kind of awesome! Did you see his face? He was scared of you.”

Gwen couldn’t help the huge smile that broke across her face as she adjusted her glasses, “He’s all bark and no bite, Peter. Are you okay?”

“Oh, I’m fine. Even better after seeing the look on his face,” Peter chuckled and then his face got serious, “ But...um are you okay? I am glad you stuck up for me but you’re usually not so...physical?”

She sighed, “Chalk it up to residual anger from this morning. And that I don’t understand why you have a target on your back.” 

Peter shrugged, “Yeah you do. Everyone knows. And it’s dumb reason but I am not sorry I skipped two grades and someday it won’t matter anymore.” 

She slung her arm around his shoulder and squeezed lightly, “You got that right, Parker.”  
\--

When they pulled into Oscorp, Gwen had her head against the window and was feeling worse than she had all day but not because she was still angry. They had sat at the front of the bus for two reasons; Peter loved to be the first one off the bus for a scientific endeavor and Gwen got severely carsick. 

“You okay?” Peter asked, studying her skin’s greenish hue. 

She grabbed onto his shoulder, steadying herself. She was still so queasy all she could do was give him a thumbs up to let him know she would be good soon. The first rule of nausea she had learned was to keep your mouth closed and take deep breaths while you rode the wave out. She knew this a little too well at this point. 

Peter pulled her off to the side as the other classes unloaded off of the buses. She still held onto his shoulder but Peter had pulled his backpack in front of him and was unzipping it. He rustled around in the bag before pulling out a peach and handing it to her, “Maybe get something on your stomach?”

She smiled weakly, taking the peach. 

Peter beamed at her and pulled out a second peach, “And one for me!”

Gwen shook her head slightly and gave a small smile; Peter loved peaches. Before his parents died, Peter’s mother used to make him a peach pie on his birthday. Years later, it was still a major tradition and he would eat at least one peach every day, well into September before the season ended. It gave her a lot of comfort that Peter shared something so simple that meant so much to him.

Unfortunately for Peter, it had resulted in the nickname ‘Peaches’ from his tormentors. Peter didn’t seem to mind as much. “Better than Penis Parker” he would say shrugging. 

Gwen took small bites of her peach as Peter happily scarfed his down. She also loved peaches but given how her stomach felt she wished she had something more like a cracker. The juices travelled down her throat and made her shudder. 

As they moved to the front doors of Oscorp Peter finished his peach and reached into his bag again for a paper towel. He chucked his peach pit into the trashcan next to the front door and handed her a scrap of the paper towel. 

“Oh I get it now,” came Flash’s voice behind them, “you stick up for little Peaches Parker because you have a crush on him.” 

A deep, crimson color started to rise on Peter’s cheek as Gwen turned angrily and growled, “Shut up, Flash.” 

Flash and his friends laughed maniacally as Gwen’s stomach turned the minute she opened her mouth. Normally, she would never deign to yack in front of everyone but she let the nausea overtake her and purposefully spewed onto Flash. 

“AH! DISGUSTING!” Flash shouted as his friends took a step back to get out of the splash zone. Gwen could have held it in but couldn’t resist the satisfaction of throwing up a second time on his shoes. Peter’s eyes were wide and sucked his bottom lip into his mouth to keep himself from laughing. 

“Miss Stacy, are you all right?” The concerned voice of their teacher, Mrs. LaBelle, asked breaking through the throng of students to get to them at the front. 

“She gets carsick Mrs. LaBelle,” Peter piped in, patting Gwen on the back. 

“Mrs. LaBelle, this is disgusting and she did it on purpose!” Flash whined angrily. 

“Mr. Parker, why don’t you accompany Miss Stacy and Mr. Thompson to the restrooms?” She said, actively ignoring Flash’s comment. “Join us back at the front when you’re done. Gwen, I’ll try and see if I can get you some water and crackers. And Mr. Thompson I will see if I can find you something to change into.” 

Peter nodded but groaned inwardly; he didn’t mind helping Gwen but he was worried Flash would use this as an opportunity to do something to Peter.   
\--

True to his vision, when Flash came out of the bathroom he stalked angrily towards Peter who was sitting on a bench outside the Ladies Room waiting for Gwen, “You have a death wish or something, Peaches? “

Peter cowered to the far corner of the bench, fearing that Flash might actually hit him. He wasn’t even the one who had thrown up on Flash. At that same moment Flash lifted his fist, Mrs. LaBelle came around the corner and gave a frustrated sigh at the scene, “Mr. Thompson please leave Mr. Parker alone. I have a new shirt for you and you can change in the bathroom on the other side of the building.”

“One day, Peaches, there’s going to be no one around to save you,” Flash threatened, inches away from Peter’s face. 

“Mr. Thompson,” Mrs. LaBelle snapped, “back away from Peter and come with me. _Now_.” She addressed Peter now, “Mr. Parker, when Miss Stacy comes out please give her this. We will start the tour without you but I trust you both to find us.”

Peter took the bottle of water and a couple small packs of saltines from her and nodded. While Peter had a lot of trouble with other students the teachers tended to like him and took a great deal of pity on him. He was certain that the teacher's soft spot for him was also a factor in the incessant hectoring. 

He watched as they turned the corner and almost immediately Gwen came out of the bathroom. Peter offered her the water and crackers as she sat beside him. 

“You’ve been on a roll today,” Peter couldn’t help but chuckle. 

Gwen grinned a little as she took a sip of water. She leaned back against the bench and nibbled at one of her crackers. They watched as Oscorp employees walked by, talking about new science endeavors. Most of the groups paid them no mind. However, as Gwen finished up her second pack of crackers, two men passed them who appeared to be in a different mood than the other employees.

They had been huddled together, whispering angrily but when they spotted the two kids on the bench, they stopped talking immediately. They looked down at Gwen and she recognized one of them instantly. He was an older man with sharp cheekbones, small green eyes, and auburn hair peppered with grey. He was dressed in a three piece suit, in stark contrast with his companion who was in a lab coat. As soon as they passed them, they continued their heated whispering.

“That was Norman Osborn.” Peter breathed. 

“It was. That seemed like a serious conversation. Maybe we should follow them.” Gwen gave Peter a side eye and he blanched. Gwen wasn’t as good at following rules as Peter was. Gwen wanted to go wherever the most interesting action was taking place and she knew it wasn’t with their scheduled tour. 

“Gwen, we can’t. We have to get to the tour. We could get in real trouble. Oscorp is not exactly the place for one of your ‘it’ll be fine’ adventures.” 

“Peter, we were at Tony Stark’s expo last week. Have you seen our itinerary for this trip? Their tech is years behind Stark’s. It will be a total snooze fest. Whatever Norman Osborn and that lab guy were discussing seems more like what two genius level students should be exploring.” 

Peter looked at her with his big brown eyes and her resolve shattered. Peter was still stuck somewhere between childhood and puberty and was still able to get away with looking like a puppy you kicked. It made Gwen’s blood boil a little but not like when she saw Flash; more like...guilt maybe? She always wanted to protect Peter and sometimes that included protecting him from herself. 

“Ugh,” Gwen groaned, rolling her eyes, “put the puppy dog look away, Parker. Let’s go join our class. But when you get bored with this stupid tour, remember that I wanted to do something more interesting.”  
\---

It was unfair how quickly Gwen proved her point. After seeing the Stark Expo none of the Oscorp tech was exciting to Peter. In fact, some of it was years behind older SI tech. 

Their class was crammed into a lab filled with men and women in white lab coats. Peter and Gwen were at the back of the group eyeing the cages in the room. The cages had all assortments of animals in them but each animal had a similarity; a glowing ring in the middle of their chest. Gwen quirked an eyebrow at this and elbowed Peter, “Now that looks familiar.” 

“Now, this is a new development and we have been using rats, mice, and other rodents to test this new product. There have been a few kinks but we are making progress.”

Gwen snorted so loudly the entire class turned to look at her and Peter burned bright red at the attention. 

“Is there a problem Miss…” The tour guide asked tightly.

Peter groaned as Gwen pushed her glasses up and spoke, “Gwen Stacy. I know why you’re having,” Gwen put her fingers up to air quote, “kinks.”

The class murmured around her and Mrs. LaBelle pinched the bridge of her nose. 

“Well Miss Stacy, do enlighten us.” The tour guide challenged. 

“This is just a crappier version of Tony Stark’s arc reactor. By the black lines in the chest of the rats there and there, I can only assume you’re still using palladium. Palladium will work for a while but eventually the neurons in the body will break it down, poison and kill the animals. Just like it almost killed Tony Stark. I suppose my question is why are you still developing a knock off arc reactor when there’s already better options out there.” Gwen didn’t actually ask it like a question, more like a statement as she crossed her arms; her stance was strong. 

Everyone was staring at her with wide eyes; the blood had drained from the tour guides face and Mrs. LaBelle looked tired. This was a regular occurrence with Gwen. She didn’t necessarily mean to be so smarmy but she almost couldn’t believe what a blatant and poor ripoff this was. She didn’t change her stance and Peter was grimacing next to her but he did agree with her.

Near her, an intern snickered quietly and she turned to meet eyes with a young woman with red hair and sharp eyes. The woman smirked at her and Gwen felt her own lips twitching up into a small smile. 

The tour guide cleared his throat, “Well, Miss Stacy, thank you for that -” he paused, “illuminating explanation. Since Mr. Stark has failed to share the patent for his new arc reactors; we are left playing catchup in our own laboratories. But, I assure you, our interns are hard at work trying to find another way, just as Mr. Stark did.” 

“Clearly you’re not doing a great job.” Gwen snarked.

“Miss Stacy!” Mrs. LaBelle reprimanded, “You’ll do well to keep your mouth closed. I do apologize, sir. She is one of our _feistier_ students.” 

The tour guide gave a tight smile, “Well, I suppose we can move onto a different location.” 

Peter poked Gwen in the side, “You’re like a crazy loose cannon today.”

“Am I wrong, Peter?” She snapped back quietly as the class moved out of the lab. 

“Well, no.” Peter admitted. “I mean, why show us something we already know isn’t the most up to date version?”

“Either they have nothing of interest to actually show us or they’re not showing us the good stuff. Stark Industries may be known for their tech but biochemistry is Oscorps strong suit. And yet nothing on this trip has been exciting or beyond stuff that we already knew. And none of it has even been in the range of biochem. I learned more in 5 minutes of the Stark Expo than we have here in the last hour.” 

They had fallen a little behind their class but no one seemed to notice, especially not Mrs. LaBelle who was busy trying to win back the affections of the tour guide. As if by a miracle created by gods of chaos, Gwen spotted Norman Osborne and the same lab tech walk by them hurriedly, whispering quietly to one another. Gwen raised her eyebrows at Peter, a silent question. Peter frowned but nodded. 

As Mrs. LaBelle and the class filtered into the next room, Gwen and Peter hung back, slipping behind a pillar. They watched as Mr. Osborne and the lab tech walked to a set of doors. The lab tech slipped a key card into a panel by the door. Gwen grabbed Peter’s hand and pulled him to another pillar; this one closer to the door. The man held the door open for Mr. Osborne and looked around him before stepping inside himself. As the door began to close, Gwen lurched forward and at the last minute, stuck her foot out to keep the door from closing entirely. 

Peter was feeling uneasy but he had to admit Gwen was right; the trip had been a bust so far and maybe they’d see something more interesting; something to spark interest in a new project or, at the very least, something that wouldn’t threaten to bore him to death. Gwen and Peter both looked around and watched Mr.Osborne go through another set of double doors before crossing the threshold. 

The hallway was about ten degrees cooler than the part of the building they had just been in and both of them shivered. Peter still seemed uneasy but something in Gwen’s gut told her to keep going. They didn’t need to turn back; adventure was surely ahead of them. When they reached the set of double doors Gwen looked through the small windows; a huge, dark room with hundreds of giant tubes, illuminated by black lights sat on the other side of the doors. She couldn’t see any other people and quietly pushed the door open. 

When they stepped inside it didn’t take long for Gwen to realize that each of the giant tubes was host to a different creature and a different climate. Now this is the sort of thing Gwen loved to see, but she did wish there was someone to ask; why? As they moved quietly through the chamber Gwen and Peter both noticed that the further they went they more the creatures changed; not that they were actual different creatures but that they were mutated. 

Soon, they heard voices and saw a light toward the end of the tubes coming from a different but attached room. Gwen beckoned Peter as they watched Norman Osborne run a hand through his hair with an angry expression on his face. Near him, the lab tech looked exhausted and another man sat at a computer. In the middle of the room was a sort of cage that looked much like the tubes but was four times as big and had various vials and tech around its edges.

“Norman, we’re trying everything we can. It just isn’t ready yet. The tests we have done indicate that the experiment would be fatal to a human host.” The man in front of the computer stammered.

“Fine but how soon until it’s ready? Stark’s latest innovation has us scrambling and if we don’t come up with something new and exciting the shareholders are going to pull their funding for my research on this.” Mr. Osborne growled. 

Gwen leaned forward, hoping to hear more when Peter saw it; a spider like Peter had never seen before was making its way across the back of Gwen’s neck. If he had seen it 30 seconds sooner when it had descended from the ceiling, he may have been able to do something about it, but seeing it a moment too late didn’t help as it bit the back of Gwen’s neck. 

Gwen shouted in pain as her hand flew to the back of her neck and she smashed the spider but it was too late; she had shouted too loud and the room was too cavernous not to hear her. 

All three men’s heads snapped up to look in the direction of the shout. Gwen still gripped the back of her neck tightly; the bite was already swollen but Gwen didn’t have time to think about it. Instead she heard footsteps and knew it was going to be impossible to run, so she did the unthinkable and stepped out into the light of the attached room. 

“Excuse me but my friend here and I are on a fieldtrip with Midtown Tech and we got lost. When we heard your muffled voices we hoped you could point us in the right direction and then Peter here stepped on my foot which is why I shouted.” Gwen lied easily. Peter came out to stand next to her but couldn’t meet the eyes of the adults before him. 

The men narrowed their eyes at her but Norman Osborne stepped forward, “Of course, little lady. I do have to ask, this room is very secure; how were you able to get inside?”

“Well to be honest sir, when we saw you come through the doors we just followed you and I caught the door. We did shout after you but perhaps at the time we were too far away?” Gwen was beginning to feel a little woozy and Peter put a steadying hand on her shoulder, covertly eyeing the bulging spider bite on her neck. 

“Are you alright there Miss -” Norman asked tentatively at the girls wavering state.

“Stacy. Her name is Gwen Stacy. She got c-carsick on the b-bus earlier and hasn’t really been f-feeling well since. I-i-it’s how we lost our group. W-we were buddies and she had to run off to the b-bathroom again.” Peter sputtered. He wasn’t as practiced at lying as Gwen was, due to his general good relationship with adults. But they seemed to buy it and frankly weren’t all that concerned with a couple of teenagers. They certainly weren’t spies. 

Norman regarded them carefully, “Well, how about I escort you back myself. Wouldn’t want you two to wind up somewhere else you aren’t supposed to be.” 

Peter and Gwen both nodded and they followed closely behind him, each taking one last look around the lab. As they walked Peter noticed Gwen getting warmer and warmer but somewhere in the back of his mind he knew not to mention the spider. 

As soon as they emerged from the doors they ran right into their class, Mrs. LaBelle looked quite frantic until she saw Peter and Gwen. At first she looked relieved and then her brows knitted tightly together, “Where have the two of you _been_?”

“S-sorry Mrs. LaBelle,” Peter mumbled, “Gwen was feeling queasy again and had to run off to the bathroom. I thought we would be back before you noticed but we couldn’t find you and ran into Mr. Osborne here.” Peter gulped and hoped she bought it. 

She looked at the pair and deduced they must be telling the truth; Miss Stacy did look quite ashen and had a sheen of sweat on her brow. She sighed heavily and pinched the bridge of her nose, “Peter, please take her to the bus. In fact,” she addressed the whole class, “why don’t we all head back to the buses and thank Mr. Osborne and Oscorp for their hospitality.” 

The kids muttered ‘thank you’s’ as they filtered out of the building. Gwen and Peter were the last of the group out the doors as Gwen was slowing Peter down. Her body heat hadn’t stopped rising and Peter was getting worried as she became more difficult to support. Peter dared a glance back at Mr. Osborne who eyed them suspiciously while he chatted with Mrs. LaBelle. 

“Come on Gwen.” Peter whispered frantically at Gwen who seemed to have checked out. She sluggishly returned to reality and became easier for Peter to keep her upright. 

“Are you okay?” Peter asked as they finally made it through the doors and away from the incredulous eyes of Norman Osborne. 

“I honestly don’t know, Pete.” Gwen managed weakly. 

“Do you think it’s that spider bite? You’re burning up!” He fretted. 

“Just get me to the bus.” She murmured, her eyes going blurry. 

She doesn’t remember making it to the bus and she certainly doesn’t remember making it home. All she remembers is visions of wispy webs and the voice of Peter Parker before her entire world went black. 

**Notes for the Chapter:**

> For me, this one was a little more boring to write but a necessary evil in the grander scheme of things! Peep the redheaded intern. She's someone you know and love who will be making another appearance in coming chapters. Very excited to share this world with you!


	3. Sweet Dreams (Are Made of This)

**Summary for the Chapter:**

> She was falling, of that much she was certain. She couldn't tell if the plunge was quick or slow; all she knew for sure was that the darkness around her was viscous. She breathed as steadily as she could and reached her hands out; shooting her webs into the abyss, hoping it would catch onto something. The inky blackness stretched on forever in every direction and she noticed how shallow and far away her own breath sounded. A faint beeping echoed along the void.

**Notes for the Chapter:**

> Very excited you are here! This is a pretty long chapter and it is very angsty and sad. 
> 
> Warnings: depictions of death and turmoil. LOTS of angst. Feelings. Mild violence. 
> 
> Here is my tumblr, I will always follow you back! I have been quarantined with my parents since March and am in dire need of friends.  
> https://www.tumblr.com/dashboard/blog/themarvelousmissmarvel
> 
> I also have a pinterest mood board for the story and as I go will be filled with more pictures! https://www.pinterest.com/missmarvelous1993/spidergwen-origins-moodboard/

Chapter 3

Sweet Dreams (Are Made of This)

_Present_

_She was falling, of that much she was certain. She couldn't tell if the plunge was quick or slow; all she knew for sure was that the darkness around her was viscous. She breathed as steadily as she could and reached her hands out; shooting her webs into the abyss, hoping it would catch onto something. The inky blackness stretched on forever in every direction and she noticed how shallow and far away her own breath sounded. A faint beeping echoed along the void._

_She was still plunging into this endless black hole; she began to focus, sending her webs out again. This time, they latched, and she pulled against her webbing; hard. She flipped into the air and let go, finally landing on some sort of ground. Fog swirled around her ankles and the air rustled, calling out to her, “Gweeen..”_

_She shuddered at the familiar voice. Her throat closed and a shiver ran down her back. She knew what awaited her in the darkness. She looked down, realizing for the first time she was in her Spider-Woman suit. She pushed the pink inner right arm plate and her mask fell over her face. With her mask on, Gwen could focus more on her surroundings. The beeping was somehow clearer with her mask on; it sounded out of place in the gloom._

_“Gweeen? Heelp.” the familiar voice hissed against her skin. He had sounded so close, she gasped, turning quickly on her heel, “Peter?”_

_But there was nothing. A doorway she recognized, appeared before her. She didn’t want to move forward but the voice called to her; he needed her. She was afraid but she couldn’t leave him._

_She swallowed as she crept over the threshold. She heard something slinking in the black. Fog continued to creep into the room, as the sound of something approaching grew louder and louder. She crouched in anticipation. “Gween,” Peter was almost whimpering now. And she knew he was close._

_She took a step forward, “Peter?” The pale blue light of the moon suddenly fell into a corner of the blackness._

_He was standing, but doubled over, facing away from her. The moon illuminated his skin, which glistened with sweat and appeared to be bubbling. He was breathing heavily and clutching his side, wincing in pain._

_“Peter?” Her voice sounded far away and the incessant beeping was only growing louder. It filled her head quickly and she shook her head , trying to push the grating sound away. She saw movement in the corner of her eye. Peter was turning slowly towards her, grunting and groaning, his breathing more labored than before._

_“Peter?” She repeated as if it was the only word she knew. She reached her hand out towards him, still wincing at the harsh beeping. His head was still bent down as her hand fell on his shoulder._

_Peter’s head suddenly snapped up and he grabbed her shoulder with a green, scaly hand. Gwen’s throat closed completely as the claws dug into her shoulder and giant, yellow eyes bulged out of Peter’s contorting face._

_The beeping roared in her ears as a scream of terror pulled her out of the darkness._

\--

“PETER” the scream ripped through her throat as she lurched forward, her body catching on hard metal, her eyes opening wide, hands reaching forward. She thrashed around the bed and against the metal, panicking trying to get out when she found herself under the gaze of a green, sympathetic looking Bruce Banner. She wanted to scream again but her senses began to catch up with the fact she was awake now. She was in a very white room with different machines lining the walls. She had metal restraints above her chest and legs. She recognized the beeping from her nightmare coming out of the machine she was hooked up to. 

She began to blink rapidly at the blinding light, using her hands to shield her eyes. Her brain was in overdrive; she knew she was safe but all of the stimulation was attacking her senses and her breath came out in low shudders.

“Hey FRIDAY, can you dim the lights and disengage the bed restraints, please? And let Tony know she’s awake. Have him bring down a hot drink and maybe some crackers?” Bruce asked the AI tiredly.

“Of course Dr. Banner. Glad to have you back, Gwen.” FRIDAY responded kindly. 

Gwen leaned back into her pillows as the restraints melted away; she opened her mouth to reply but Bruce cut her off while handing her a glass of water, “Gwen, I would hold off on talking at least until Tony gets here. Your vocal chords are still pretty fried despite the your superhuman healing. I will fill you in with what’s been going on with you and then Tony will fill you in on the last week; he has some need to know information for you. I am just going to give you a minute to...adjust. You have been asleep for about a week now. And stay where you are, if you try and escape, FRIDAY is on standby to restrain you again.” 

_Again_? Gwen's eyes widened as Bruce moved about the room; checking monitors and his own notes. She had been asleep a whole week? She gulped down her water, wincing slightly at the raw feeling in her throat. She didn’t remember going to sleep at all. In fact, the last thing she remembered was Tony handing her a bottle of whiskey at the gravesite. A cold shudder ran through her body as Peter’s name engraved in granite flashed in front of her eyes. The last few weeks came flooding back to her and she tried to steady her breathing. Peter wasn’t coming back but she couldn’t afford to lose another week. 

The monitor next to her began to pick up speed the more she tried to calm down; she looked desperately at Bruce, who had turned to see which monitor was starting to go berserk. He approached her slowly, sitting near her on the edge of the bed and plucking the glass of water out of her hands and putting it on the side table. He reached one hand behind her back shoulder blade and pressed the other one into the front of her shoulder. He had used this tactic on her before. It wasn’t magical or tech driven but simple. And it helped. She could already feel herself calming down a little bit. 

Bruce had told her not to speak and much like Tony, she did trust Bruce’s judgement. She looked up at him, hoping he saw her gratitude and placed her fingers gingerly on either side of her throat, asking a silent question. 

Bruce nodded; understanding, “A week ago after P-” he paused and continued gently, “after the funeral, Tony found you at the cemetery alone and according to Tony, the two of you 'tied one off'. Around 9am the next day, Tony burst through the doors of the compound yelling for help. You had collapsed in his arms, crying and for a while he just let you but then you started convulsing pretty badly, and there was a lot of...screaming.” Banner winced at the last part. Despite how heartbroken and empty Gwen felt, she couldn’t help but smile softly; other than Tony, Bruce was the Avenger she was closest with. Clearly her current state and her pain weren’t easy for the big green softie to see. 

Bruce soldiered on, his hands still firmly planted on her shoulder blades, “You screamed a lot and displayed a few uh...acts of violence. Before we were able to put you under you threw Cap into a wall upstairs. Nat had to...kick you in the throat to catch you off guard and then I was able to sedate you. You screamed the whole way down. Obviously, you have been healing for the last week but the screaming does remain pretty consistent. Having lots of nightmares?”

Gwen actually shakes her head at this. The only nightmare she remembers is the one she just had. She holds her finger to indicate the number one, hoping he will understand what she means. 

“You only remember the dream you just woke up from?” He asked, releasing her and picking up a clipboard as Gwen nodded, “That’s really interesting, considering we had to keep you tethered to the bed.” 

Her senses were still a little overwhelmed but as she began to settle she could tell the man was nervous. Gwen supposed this was her fault; in the past, waking up in this sterile room usually led to her pulling tubes and wires away from herself and exiting with heaps of attitude. Usually, she thought this kind of thing was overkill. She had superhuman strength and healing; she didn’t need to be hooked to all of the fancy equipment. More importantly, she didn’t like how weak it made her feel. But she had woken up in restraints this time. Plus, she didn’t love that she couldn't remember any of what Bruce was talking about.

Throwing Captain America into a wall and receiving a throat kick from Nat wasn’t in her typical wheelhouse of activity (although even she could admit she loved laying out Steve any chance she got.) She sighed, sinking further into her pillows. She still didn’t understand _why_ this happened. Surely it couldn’t be as simple as her emotions getting the better of her. She looked to Dr. Banner again, snapping her fingers respectfully and quietly to get his attention again. She shrugged her shoulders and gestured around the room, as if to ask, anything else?

“Yes, we did manage to conclude the reason behind this ‘breakdown’. Your senses, given your habits since the events at Oscorp, were dialed...past eleven lets say. They were becoming so overwhelmed with your outside stimulus mixed with your inner stimulus that they were starting to splinter like a...high rise tight rope; under a lot of pressure and slowly leading to a breakage. Eventually the use of alcohol actually helped your body shut down and simultaneously react to all of the stimuli you were ignoring. Resulting in a crash of superhero proportions. _Tony predicted_ this may happen; I was just glad it happened under his watch; or I don’t know where you would be or what you could have done.” 

Her eyebrow quirked up at Tony’s name; not for any reason other than the way Bruce said it. He said it like there was a piece of information that Gwen didn’t have; the slight grimace he made at the words ‘Tony predicted’, the annoyance that crept into his dark eyes, and the way his brow furrowed slightly. Gwen tapped the center of her chest and narrowed her eyes at him.

Bruce sighed heavily, “Nothing gets past you, Gwen. Prior to your epic crash, Tony was,” Bruce seemed to be searching for the right words, “raked over the coals for his lack of concern with your behavior. Cap and some of the others thought Tony should be doing more to control you and be there for you. Tony was quick to point out that he hadn’t been able to control you as a kid and he definitely wouldn’t be able to now. Cap called him an enabler. He assured everyone you needed to crash on your own and we could all pick up from there. Of course then he was accused of being reckless and not caring about anyone's wellbeing. Shields were thrown; blasters were...blasted. But you know Cap and Tony; they always want the same thing but the approaches tend to be different.” 

“That’s a very diplomatic way of putting it, buddy,” Tony quipped, walking briskly into the room; a steaming cup of coffee in either hand and a sleeve of crackers in his pocket. 

“Hey kid, epic crash; glad you’re back with the living.” Tony said with a soft smile, worry only slightly tinging the surface of his words. He handed her the cup and placed the crackers next to her. He looked directly at Bruce while sitting in the chair closest to her bed. Tony didn’t say anything to Bruce but the doctor nodded, handed Tony a holo, gave Gwen a small wave, and was gone. 

Gwen sipped at her coffee, letting the warmth soothe her raw throat; no sugar, just a touch of creamer like she liked. Tony sat with his own coffee in hand but he didn’t say anything. His eyes scanned her face and the rest of her that was hooked up to machines, glancing at the data on each screen. Gwen knew she wouldn’t be the first to talk but Tony’s calm attitude scared and confused her. She didn’t want to give herself away but she could tell from his face that she had missed a lot this week. 

“How ya feeling, kid?” He asked, breaking the silence. 

She took another drink of coffee and pushed past the pain in her throat to answer, “Not excellent.” 

Tony snorted into his coffee but winced a little at the sound of her voice. She sounded like someone had dragged her vocal chords across a sea of rocks and glass. She grimaced herself and took another soothing drink of coffee. 

“Bruce get you up to speed with everything?” 

“I kicked Rogers into a wall.” She croaked, a small smile on the corners of her lips. 

Ton raised his eyebrows as he drank, chuckling slightly, “You did indeed. It was, in a word, awesome.” 

His eyes got a little more serious and Gwen shifted uncomfortably. She wasn’t the type to try and coax anything out of Tony, just like he wouldn’t try and coax anything out of her. They were either incredibly flippant with one another or brutally honest. Before now, they’d had Peter as a fun, if sometimes irritating, buffer. It wasn’t that Gwen and Tony didn’t know how to talk to one another; they’d had a lot of stimulating and interesting conversations one on one, but the current predicament of their lives made everything that much harder for two people who were so _**emotionally**_ stunted. Now wasn’t the time for jests and snark; only serious conversations and formalities. 

“All right, I’ll bite,” Gwen stated finally, clearing her throat, “what’s got you in such a chipper mood?”

“I wouldn’t say _chipper_ ,” Tony scoffed, “but while you were out I was able to find answers to a few of the things you said to me the other night. These answers, of course, lead to more questions, but it’s a start.” 

“I don’t remember anything from the other night. What sort of dirt were you able to dig up?” She winced slightly at her own words; the graveyard coming to the forefront of her mind again. She shook away the image for now; thankful she’d had enough sleep to push things away easily. 

“First,” Tony explained, lifting his finger, “we’ve put the merger with Oscorp on hold until all of this is resolved. Harry has been nothing but compliant. However, since the incident at Oscorp and your week hiatus, the Green Goblin has entered the skies again. We believe-”

But Gwen cut him off, “That can’t be true. I saw Norman Osborn die.” 

“Well no villain ever tried to avenge a dead one,” Tony deadpanned. 

Gwen rolled her eyes, “Point. Taken. Okay, no merger, Green Goblin is back. What else?”

“We believe,” Tony continued, “the most likely copycat is Harry Osborn himself; which would explain his almost- _too_ _enthusiastic_ support of a pause on the merger and his disappearance from the public eye for the last couple of days. Before you ask, we don’t think Green Goblin had anything to do with the Oscorp incident. This is less of an Oscorp thing and more of a need to know superhero thing. He clicks all of the boxes; daddy issues, arrogant, rich kid trying to live up to his father's potential, whip smart, and has all of the proper technology.”

“Tony if that's the criteria _you_ may be the Green Goblin .” Even in her current state she couldn't resist such low handing fruit. 

He made a face but ignored her comment, which was strange enough in itself, “We’ll keep the high flying Shrek on the back-burner for now.” Tony paused, looking up at her with sympathetic eyes, “The next couple of items I need you to really buckle down for. They’re about Peter.” 

Gwen swallowed; since that day, she had a million questions running through her mind. Could she have done anything else to save him? Did someone betray him? Did Oscorp have anything to do with it? Did Harry? Did Peter himself make a mistake? 

“I’m gonna need verbal confirmation that you’re ready for this, kid.” Tony said softly, pulling her away from her own brain's barrage of questions. 

Gwen considered for a moment before, “FRIDAY?”

“Yes Gwen?”

“Can I uh...can I get those restraints back on? Just in case?” She spoke quietly but in the stillness of the room it felt like she had screamed.

“Right away.” 

Gwen felt the metal cinch back into place over her chest and legs; she looked at Tony and shrugged. She didn’t know what new information Tony had for her but she had no idea of knowing how she would react; how her body might react to extremely distressing news. 

“Hit me.” Gwen breathed, as ready as she ever would be for the rest of the information. 

Tony shook his shoulders out and met her eyes, he opened his mouth as if ready to speak but nothing came out. He placed the holo in his lap and rubbed his hands over his face and through his hair; he was irritated and stalling but she didn't know why. It could only be bad news if he was putting off what was next. 

“Please just tell me.” She whispered quietly. “I can take it. Was it my fault? Could I have saved him?”

His eyes softened a little at her questions, “No to both, kid. But before I get into the nitty gritty of it all; MJ stopped by a few times to see you and see if you were okay. She wants to see you soon. Just you, is what she insisted. Said that she had information that may be helpful to us but she needed to see you alone first. She also," Tony cleared his throat, unable to meet her eyes, "informed us that she knows you’re probably more beat up because you and Peter hadn’t spoken for a few weeks leading up to this; is that true?” 

Tears pricked the corners of her eyes as she down at her trembling hands. It was true; she and Peter had been on the outs when he died. She had done her best to keep it from everyone but she should have known MJ would know. All Peter had wanted from her was the truth and she just...couldn’t give it to him. 

“Yes.” she confessed faintly as a few tears fell down her face; there was no point hiding her pain from Tony anymore. He’d been there. Just been there for her. No lectures or judgements. Sure, he may have been enabling her behavior but only because he knew he couldn’t control her. Only because he knew that so much of him existed in Gwen and her fates would often be the same as his. She knew Tony had never really had anyone just be there when he was hurting; the least she could do for him was be vulnerable. 

“Then it makes sense why we missed a crucial development in Peter’s life.” Tony stood at this and threw his hands up and out, sending the holo information into the air. He pulled down a video file, “About three weeks leading up the incident at Oscorp, Peter picked up a new friend. Since Peter was going to be the new department head of the new branch of biochemical engineering at Oscorp, he had access to the building and the new wing. This, of course, we already knew, so we had no reason to be suspicious or checking in on it at the time. What we missed was that Peter was not alone.”

Tony pressed play on the video; it was surveillance from Oscorp. Peter came into frame of the front doors, sliding his access card in easily as another figure joined him. It was impossible to tell who the person was; they were in dark clothes and had their hood pulled up; they never faced the camera. 

Tony pulled another video up from the same day; surveillance of the new wing of Oscorp. Peter was moving about the room with goggles and a lab coat. He was speaking to the person in the corner whose hood was still pulled up and eyes covered by sunglasses despite the fact the video timestamp was **WEDNESDAY JUNE 5TH** **12:11 AM**. Gwen could at least tell now that the person was a man; shaved face, hard set jaw but everything else about him was nondescript; he was covering his tracks well.

She turned her attention back to Peter who was comparing two beakers of greenish liquid but shook his head and wrote something down on a pad of paper. The man next to him began to speak and move toward Peter, pointing down at the paper as Peter nodded excitedly. 

Tony pulled a third video up, “Peter is alone in this one.” He says it almost to himself, like he’s trying to figure out whatever is they are missing. 

“Why is there no audio?” Gwen asks suddenly.

Tony sighs, “Peter. Whatever he was doing he wanted to keep under wraps. He overrode the audio using B.E.N. Be grateful we have any video. When I went to pull the security originally the surveillance had been encrypted to the nines. Harry was no help, insisting it wasn't his doing and he didn't understand. It took me until yesterday to get through and even then I could only watch the first few videos. The three we have seen so far. I couldn't watch the rest without you. It was too...difficult.” Tony confessed. She appreciated that Tony was returning her vulnerability with some of his own. She knew it wasn't easy for either of them.

“So,” Gwen said, breath shaky, “he must have known the videos would be seen eventually. Turning off security completely would have no doubt alerted someone; probably _you_. But there would be no reason to check the audio or the video security unless something happened. Which Peter must have been counting on?” The last part was a question. It didn’t make any sense to her. 

“I think it’s because whoever Peter is working with here...he knows he shouldn’t be. He is keeping his tracks pretty well covered. None of his data was put on his holo or into his SI folders. Other than disabling the audio he didn’t even use B.E.N in the lab. But, I don’t think it was Peter who encrypted the videos.” Tony then pointed at the video of Peter alone; Gwen’s eyes following his hand to the vial in Peter’s hand. 

**Timestamp; MONDAY JUNE 17TH, 4:12 AM**

It was a similar vial to the ones in the previous video but the liquid was different; red and blue colors chased each other in the vial; almost like a small lava lamp. Peter’s eyes were wide but his smile stretched even wider. Gwen didn’t need audio to see what Peter said aloud to himself, “I did it.” Peter was laughing to himself now as he pulled out what looked like a burner phone and made a call, talking excitedly into the phone as soon as someone answered; no doubt the figure from the other videos. 

“Gwen, the other night you mentioned wishing you had been able to check Peter’s math. Do you know what he was working on here?” Tony asked, staring at her intently. 

Gwen took a moment before answering carefully, “Yes. But not because I knew this is what he was up to. Only because...I saw how he changed in the lab at Oscorp. Before he died he said...” Gwen couldn’t continue but Tony’s eyes grew wide. 

“He wanted to be like you.” Tony breathed. He suddenly pulled up another video, body tense, and Gwen’s heart stopped, when she saw the full timestamp; **FRIDAY JUNE 21, 1:48 AM.**

“Tony, please no” Gwen begged, pushing frantically against her restraints. She knew they must have been made specifically with her in mind; she had escaped many times in the past but this last week was not a time to let her roam free. She was instantly glad she had asked FRIDAY to restrain her... _again_. 

“I’m sorry kid but we have to see this part; it could tell us something we don't know” Tony whispered tightly, his hands shaking by his sides. He was unable to stand anymore and plopped down harshly in the chair beside her; his hands coming under his chin. 

Peter was in the lab; alone. He was bent over his desk, writing away when his head snapped up as if he heard something. He wiggled his shoulders, as if he thought he had imagined the noise. He continued to work, pushing his brown waves out of his eyes every few minutes. Gwen’s heart ached in her chest as she watched the video. If the time was right, in fifteen minutes Gwen would see herself swing into the same lab. Peter didn’t seem to have any inkling that these moments would be his last. Gwen whimpered and struggled against the restraints again. The muscles in Tony’s neck tightened at her cries, his whole body visibly shaking; knowing what this was doing to her but knowing how important it was for her to see. For them _both_ to see. 

**Timestamp; FRIDAY JUNE 21, 1:50 AM.**

Peter’s head snapped up a second time but this time he looked behind him. He stood up quickly and clutched his heart as if in relief. Another figure came into view of the video; he was in the same outfit as the other videos, but this time, a black mask covered his mouth. He advanced on Peter in a predatory style, causing Peter’s relief to turn to confusion and panic. The figure advanced on him quickly, raising his arm but Peter dodged just in time, running to the other side of the table. 

Gwen’s heart raced as she and Tony continued to watch the struggle. Peter knocked over equipment to try and get away from the man but a thick fog had fallen over the room and Peter seemed to be screaming; as if he could see something they couldn’t. 

**Timestamp;** **FRIDAY JUNE 21, 1:54 AM.**

Peter looked around the room frantically, hands in front of his face, swatting at something invisible to Gwen and Tony. The man suddenly appeared through the fog, a syringe in hand. It was impossible to see the colors of the liquid as the thick fog billowed into the room. He raised his arm as he tried to bring the syringe down on Peter whose hands were fighting him off. But whoever the man was, his strength overpowered Peter and he sank the syringe deep into Peter’s neck. He pushed the smog covered liquid in and Peter slumped to the floor. 

Gwen let out a horrifying shriek as her body met with restraints again. Her senses were off the charts as if her whole body was on fire; Tony winced next to her, no doubt experiencing the same sort of feelings she was just without the senses dialed up to eleven. 

**Timestamp; FRIDAY JUNE 21, 1:57 AM.**

The man in black crouched down next to Peter and his shoulders shook and Gwen’s blood ran cold; he was _laughing_. He grabbed something out of Peter’s lab coat with gloved hands; Peter’s personal phone; not his burner. Gwen gasped as the man typed something on the phone but Gwen knew exactly what it said. She remembered the text to her Spider-Woman number from Peter vividly: **911\. Oscorp. New Wing.** Gwen’s heart stopped, “Oh my god.”

Tony came to the conclusion at the same time and when he did he spoke through gritted teeth and anger so visceral Gwen cringed, “He wasn’t after Peter. Peter was just a tool. A means to an end. I don’t understand.” Tony was snarling now, shaking so badly. 

The man placed Peter’s phone back into the lab coat and literally disappeared. Tony sat next to her, still shaking, as Gwen reached her hand out and took his hand in her own. She could feel how rapidly his heart was beating and she was certain he could feel hers do the same. It didn’t make sense to her either. Where had the man gone? She didn’t understand the endgame and none of the pieces fit together or made sense to her. 

**Timestamp; FRIDAY JUNE 21, 2:03 AM**

Gwen would be arriving on the scene soon. Peter began to stir and was quickly on his feet, stumbling around the broken equipment and ripping his lab coat off. His shirt comes off next and Gwen gets deja vu as his skin begins to bubble in the flickering light of the destroyed lab. 

**Timestamp; FRIDAY JUNE 21, 2:05 AM**

As she knew she would, Gwen sees herself come into view. She’s in her Iron Spider suit and her hood is up. She watches Spider-Woman as she slowly walks towards Peter. The room begins to fill with fog again which, watching now, seems very odd. She hadn’t questioned it then but now something occurs to her, “That man...he was there the whole time.”

Tony nods as they both watch the Spider-Woman tentatively touch Peter; who turns on a dime, snarling and gnashing at her with huge teeth and giant, yellow eyes. Spider-Woman flips backwards as Peter’s skin seems to burst away from his body and he becomes the lizard monster; green, scaly, large, and terrible. He launches himself at Spider-Woman, who is now swinging towards him, thanks to the vaulted ceilings of the new lab. She kicks him squarely in the chest, sending him flying through the glass doors out to the balcony. She follows him out and both are out of the frame.

Gwen held her breath, expecting Tony to switch to video outside of the building, but he kept the feed of the lab open instead. She thinks she knows now what he may be waiting for and they both sit with baited breath. 

**Timestamp; FRIDAY JUNE 21, 2:11 AM**

The man literally reappears in the middle of the room. He goes over to the lab table and picks up Peter’s notebook, slipping it inside a nondescript black backpack. He begins to quickly open cabinets, throwing out beakers and other lab equipment. He goes through all of the cabinets before he slams his fists down on one of the tables; clearly frustrated that he can’t find whatever it is that he is looking for. His head snaps toward the balcony and he disappears again; only this time he is easier to track as he steps on the scattered lab equipment towards the balcony. 

Tony takes a deep breath as he switches to the video feed of the balcony. 

**Timestamp: FRIDAY JUNE 21, 2:26 AM**

Gwen’s mask is no longer on, her blonde hair pulled back into a loose french braid. She is cradling Peter, whose skin has returned to human flesh. His breathing is clearly shallow from the way his chest rises and falls. He is gripping Gwen’s arm tightly as she rocks him back and forth, his name clearly spilling from her lips as her tears fall on his face. Peter coughs and blood dribbles down his chin. 

Gwen is paralyzed watching the scene unfold like this; knowing that the man, whoever he might be, was to blame and he was there _watching_ it happen. Tears stream down her face as she watched Peter reach out to touch her face, stroking her cheek gently. She knows what’s coming next and she doesn’t want Tony to see it but there’s nothing she can do to stop it. Peter shudders and coughs again; more blood as he clings to his last moments of life. He looks Gwen squarely in the face, still caressing her face and she can see his words clear as day, “I love you, Gwen.” His hand slackens, landing heavily on the ground; he lets out one last, shuddering breath as his eyes glaze over and he is still. _Forever._

As video Gwen shakes Peter and begins her soundless screams, Gwen wails in real time, the rawness in her throat burns but she can't contain her emotions. Iron Man and other Avengers appear on the scene, trying to pull her away from Peter. Her blood is boiling because she knows now that, that man is still there and there’s no way he doesn’t know who she is now. Was this the point? To kill Peter Parker and reveal the identity of the Spider-Woman? With leverage like that why hadn’t it been released to The Bugle already? What was the plan this man had? What was the end game?

Tony looked at her, dark eyes rimmed red and filled with anger that mirrored her own. Her body was shaking and she sees Tony’s mouth saying words but she couldn't make them out. The cold metal that was pressed against her chest and legs vanishes as she feels warm hands encircle her body and pull her forward; the restraints gone. Tony holds her as she relives it all again and sobs into him; grasping onto him as tightly as she can. 

His body shudders with hers and she knows...he is crying too.

**Notes for the Chapter:**

> This wasn't where I originally planned to end this chapter but something made it happen. Chapter 5 will pick up here and lead into the next events. Next Chapter is the day Tony meets Gwen for the first time.
> 
> Eventually we will be seeing that whole night from Gwen's perspective as the "past" chapters start to get closer to the event. 
> 
> I hope you're enjoying so far. I am so excited about the next 3 chapters that I hope to have them released sporadically throughout the week! Stay safe out there y'all! Social distance, Black Lives Matter, and don't be a dick


	4. Bad Reputation

**Summary for the Chapter:**

> Gwen looked him up and down. She would be lying if she said her insides didn’t glow with a little bit of pride; no one other than Peter ever gave her any sort of praise. And it was impressive. She remembered how it had felt stopping that car from hitting the bus. And the praise was coming from Iron Man himself. But still, she wanted to play close to the chest. He clearly wanted something from her and it probably wasn’t to adopt her and whisk her off to Stark Tower. Her stomach panged with unwanted disappointment at the thought. She wanted him to get to the point but didn’t want to just admit she was the Spider-Woman. Instead, as she continued to size him up, she went down the disrespectful route instead.

**Notes for the Chapter:**

> This is a very long chapter! I had intended to release it last week but I had to do a complete rewrite because I hated what I originally wrote so much. I like this better and I hope you like it too! It's still all kind of filler before we get to the action but there will be much action in the next two chapters! We're going to see more of Gwen's relationship with one Captain America. Plus, we'll see Peter and Tony meet for the first time!
> 
> I would like to point out I know very little about being in a Group Home save from what I have researched so if I got anything wrong I am sorry. I also assume there are more steps to home visits and things but my rationale is that Tony Stark does whatever he feels like and can get through rules people usually can't. 
> 
> **Warnings: Gun violence, character death**
> 
> Here is a little linky to my tumblr; https://www.tumblr.com/blog/view/themarvelousmissmarvel

**Chapter 4**

**15ish+ Years Earlier**

**Gwen 16; Peter 14**

**Tony POV**

Tony was looking at the screen with a deep frown. He’d been watching the antics of this... _ spiderling _ , for the last few months. When the pink clad arachnid had first started swinging through Queens, Tony hadn’t been paying any mind. All of the shit with Ultron had been happening and the least of his worries was someone swinging around stopping bike thieves and petty crimes. His interest had been piqued when FRIDAY showed him the footage of the new hero stopping a 3000 pound car flying through the air at 40 miles an hour from slamming into a bus. It was  _ impressive _ . 

Then a few days ago, the vigilante had saved 2 members of a family from a home invasion. Unfortunately, there had been one fatality. When the family filed the report with the police and they’d let that information go to the public; it all got a little crazy. The news was filled with headlines of the  _ Spider-Woman _ . In just the last few days alone the relatively unknown hero had skyrocketed into the savior of the neighborhood. 

Stopping petty criminals was one thing but watching someone die who you were trying to save was a completely different matter. Everyone wanted to know who this person had been but none so more than Tony. He was beginning to feel he was going to need someone new on his side soon anyway. 

With everything happening with the Sokovia Accords and Captain America, it was nice to see a superhero doing good and trying to stop destruction rather than being the cause of it _.  _ Tony didn’t want to be fighting with Steve about the Accords but he couldn’t help but think the super soldier didn’t understand the multiple nuances of what was happening. 

He knew it wasn’t ideal and Tony himself had seen himself above the law until recently. But he remembered seeing Sokovia rising into the air; he remembers the puzzle of it all and the weight of the mistake he had made. He didn’t want anyone to die. And they had. And once again, it was his fault. Ultron had been his fault and he wanted to do what he could to fix it. His guilt over it would never be resolved but all he could do now was his part. 

He knew  _ everyone _ thought he was a jackass. And Tony knew that was, in part, true; but he wasn’t _ just  _ a jackass. He would never let any of them know how much it really bothered him-how much it  _ hurt _ him really- that they all thought he was heartless and only cared about winning. But nations of the world wanted the Avengers to be held accountable for their actions. And after all the destruction they had caused in New York, Sokovia, and multiple other places; Tony couldn’t disagree that this was the right move. And aside from Banner and Rhodey, no one else had even bothered to read any of the material sent to them about the accords. Cap said he trusted his own judgement more than any politicians and while Tony couldn’t necessarily disagree with  _ that _ ; he knew that they couldn’t ignore the will of the nations forever. The convention was only a couple of days away and Tony was hoping he could convince Steve and the others who were still on the fence that this was the right move.

Tony sighed again and rubbed his hands over his face, “FRIDAY, can you pull up footage from the 20 Ingram Street apartment building the night of the home invasion?”

“Of course, Boss.” 

The screen changed as Tony crossed his arms and leaned back in his chair. Tony waited for a few minutes before the police and paramedics showed up and Tony scrunched his face, “FRIDAY, how about some footage of the back of the building?”

“On it.”

“All right now rewind, let’s say; half an hour before the police and paramedics arrive and then start fast forward; not too fast.” The video started moving forward until he saw the Spider-Woman swing onto the screen and outside one of the windows of the apartment. She looked around quickly before pulling the window up and slipping inside what Tony assumed was a bedroom. 

“FRIDAY, rewind to about 10 seconds before she comes on screen and expand the video perimeter.” 

When she came into view again she was swinging faster than he had seen her in any of the other videos. Almost impossibly fast; almost faster than her web shooting could allow. Tony raised his hand up and focused in on the girl, analyzing her body language as she soared. 

He clicked his tongue, “How did she know something was happening there?” There was something almost frantic about her when she had arrived; Tony could see it. From other videos he had seen he had deduced that this woman must have some hyper sensitivity going on. But Tony knew a 9-1-1 call wasn’t placed until she had already taken down the criminal; even if she had a police scanner she listened to, there was no way of knowing this crime was happening... _ unless _ …

“FRIDAY, I need dual footage of the family and any and all cameras leading to the hotel they were taken to.” 

“Of course, Boss.” 

Following the family was easy enough, they were on the ground but the other feed did prove helpful; the Spider-Woman did follow them. She didn’t show up in every shot but there was the unmistakable flash of swinging pink every once in a while and then, from a little restaurant across the street from the hotel the family ended up at; he could make out the Spider-Woman sitting on top of a building adjacent to the family. 

“She knows them.” Tony concluded.

“It does appear that way, Boss.” FRIDAY agreed. 

“This is helpful. FRIDAY, pull up any and all information on our little family here.” 

Tony and FRIDAY worked together for about an hour before he had a name in his hand. Tony groaned as they pulled up the information on a Gwendolyne Maxine Stacy; a 16 year old orphan, growing up in a group home in Queens. It had never crossed his mind that the hero would be a literal kid. Tony was even more annoyed that he had mad respect for the girl. Her disciplinary record rivaled his own and she was clearly smart. As was her little friend Peter Parker. It was easy for Tony to figure out the latter definitely knew she was the Spider-Woman.

“Tony? You about ready for the meeting?” A voice asked from behind him. 

Tony turned to see Nat leaning in the door frame. She looked exhausted; the impending Accords looming over her too. He was about to reply to her and then cocked her head to the side looking at the school photo he had pulled up of the kid. 

Nat walked forward until she was standing next to Tony and chuckled, “I have seen her before.”

“Really?” Tony asked, surprised. 

“Yeah. You remember last year when you sent me on that ‘undercover’ mission to Oscorp?” 

“The one where we wanted you to get caught?” 

“Exactly. She was on a field trip and they came into the room with the knock-off reactors. She basically called them idiots to their faces. She called it a shittier version of something you’d already perfected. Later, she and some other kid snuck off and got caught inside Norman Osborne’s personal lab.”

Tony raised his eyebrows, looking at the woman, “Was it perchance this kid?” Tony pulled up a picture of Peter Parker. 

Nat laughed again, “That’s the one. But what’s going on? Why do you have the kids' information pulled up?”

Tony was well known for being quick on his feet. He didn’t think it was fair to oust the Spider-Woman until he had a chance to talk to her and it might serve him better to keep the identity close to his chest. 

Tony sighed, “I’ve been thinking about Pepper and the things she had wanted.” Tony wasn’t lying about this. He had found that it’s easier to tell a lie if it’s ingrained in a truth, “She wanted kids you know. And we had been toying with the idea before she...and yeah. This kid is in one of those group homes in Queens. She is the late Commissioner Stacy’s kid. He and her mother died in a fire when she was 7. She came into my line of sight when her name came through Pepper’s old internship program.” 

“Hmmm,” Nat considered, “so you, Tony Stark, are adopting a teenager?  _ You? _ ” 

Tony wasn’t particularly jazzed by her tone of voice. Tony actually _ liked _ kids. He wanted to be a dad. When Pepper was still alive they had talked about it often; even Pepper was surprised. Tony liked kids because they saw him differently than adults usually did. From the time Tony was very young until now, adults had already decided he was going to be exactly who they thought with no never mind to the other facets of his personality. It was why he did things the way he did; he was never going to convince anyone that he was more than they thought so he behaved exactly how they expected him too. Not to mention his crummy relationship with his own father; Tony wanted to break the cycle.

For once, he truly didn’t know what to say to her so he just continued to gaze at the data on the screen. Nat looked down, a little ashamed. She and Tony weren’t as thick as thieves and she often disagreed with him but she’d also seen enough to know that the man was more than the sum of his parts. It helped that reading people wasn’t just a skill for her but a reflex. Tony was a tough nut to crack but he wasn’t a  _ bad _ nut. When Pepper had died a few years earlier at the hands of Aldrich Killian, she and Tony had been making plans. They had wanted a family. Nat knew this but it was still sort of shocking to think of Tony as a dad type. On his own. 

“Are we going to have to call you Papa Bear now?” Nat joked, trying to break the tension a little.

Tony made a face, “Don’t get all sentimental with me. I have all of this space and based on her files I would assume she wants out of that group home. Despite how smart she is the adults in her life don’t seem to have a lot of good things to say about her.” 

“Sounds familiar.” Nat gave him a knowing side eye, “Well, while this is in fact, an interesting turn of events, I only came to get you for another meeting. Steve’s more riled up since…”

Tony nods; understanding.  _ Peggy. _

“Let’s go.” Tony sighs.

**

**Gwen POV**

_ When Gwen received the 911 text from Peter she swung through Queens faster than she ever had before; her web shooters barely able to keep up as she swung around the back of the apartment building to Peter's window. She crept silently into Peter’s room when she heard yelling in the main room. Gwen jumped up to the ceiling, holding on with her fingers before she shot a web at the doorknob to open the door to Peter’s room. The door swung open but Gwen was out of site above the door frame.  _

_ A crazed, deep voice shouted, “Is there someone else here?” _

_ “There’s n-n-no one else h-h-ere.” Ben Parker’s voice shook in terror.  _

_ Gwen could hear the careful footsteps of the assailant as he made his way to Peter’s door; as he stepped over the threshold, Gwen took her chance. She swung down, holding onto the doorframe and kicking the man square in the chest; sending him flying across the room and into the plaster wall; bits and pieces falling to the floor around him.  _

_ Her eyes immediately clocked the familiar family cowering in the corner. She put two fingers to her temple and saluted, “Hey there folks.” They were all staring at her wide eyed; she knew only Peter knew who she was; after all he had helped her with the webbing fluid and suit. Peter looked a little relieved but Ben and May were still shellshocked. She heard a groan on the other side of the room and turned her attention to the huge man on the ground.  _

_ She heard him cock the gun long before he actually shot at her. Her skin prickled and her hairs stood to attention, as she flipped into the air, sticking back to the ceiling. The gunshot rang through the small apartment, causing the family to scream as the bullet ricocheted around the room. The man started to advance back on the family when he couldn’t see Gwen. _

_ “Hey big guy, up here.”  _

_ The man looked up at her bewildered and stumbled back a few paces, “H-how are you doing that?” _

_ She didn’t say anything as she aimed her right hand at him, but the spider silk didn’t come out of her webbing device. She clicked it again and then checked the other; both must have been jammed. This didn’t bode well for the situation she was in and in a split second the man had used his height advantage to grab her outstretched hand and yank her harshly into the ground.  _

_ The man wasn’t all that strong comparative to her superhuman abilities but the crash into the ground gave her a small twinge of pain in her side. Without her webbing this was going to be much more of a physical fight than she had anticipated. She grunted slightly as she rolled toward the cowering family “Get out now.”  _

_ They didn’t need telling twice except Peter who still seemed hesitant. He must have noticed that her web fluid was either out or jammed and he knew neither was good. Gwen could practically taste Peter’s concern and terror; it was rolling off of him in waves.  _

_ “I’ll be fine, kid.” She assured him, trying to usher them up and out the door when the second shot rang out. She had been focused on Peter but she should have been more prepared; on instinct, she used her body to shield the family behind her; which she noticed too late, only seemed to be two people. The world moved around her in slow motion as she looked up; Ben Parker standing in front of the three of them. The reverb from the shot carried on the wavelengths around her and the unmistakable sound of metal meeting flesh filled her ears.  _

_ May shrieked and Peter cried out, “NO!” _

_ As Ben fell to his knees, Gwen acted fast, jumping into the air and then charging the man as he went to pull the trigger again. She kicked the gun out of his hand and punched him swiftly in the jaw. Maybe it wouldn’t be much of a fight after all. Adrenaline and anger coursed through her veins as she heard May babble tearfully and Peter stammer through a 9-1-1 call. The home invader recoiled as Gwen stalked towards him, grabbing him by his shirt and flinging him into the wall. She slammed his head back repeatedly as the sound of sirens rang in her ears. Slams into the wall turned into punches; she was like a woman possessed as the man lost consciousness. She felt a pair of trembling hands on her shoulders, pulling her from her murderous trance. She immediately let go of the man as he slumped to the floor and then she turned to the boy with wide, tear filled eyes. _

_ Peter looked so lost it anchored Gwen back into reality. He silently handed her a new vial of web fluid; he must have grabbed it from his room. She silently replaced the old vial and webbed the shooter to the floor and quickly came to Ben’s side. He was bleeding out quickly, his face pale and breath shallow. May was sobbing over him, cupping his face in her hands mumbling “please stay with me” over and over again. Peter dropped to his knees to join them. Gwen could feel the life fading away from Ben down to her very core even as she shot a web over his bullet hole; least of all to stop the bleeding.  _

_ The dying man looked at her then, ‘T-t-thank y-you.” Blood sputtered out of the man’s mouth and Gwen took his hand. She wished she could take her mask off but as the sirens came closer and closer she knew she had to get away with her secret identity still a secret. The way Ben looked at her, she thought he might have already figured it out. Her throat had closed completely as she fought back tears. It was all too much; Peter’s tears and whimpers, May’s pleading shrieks, the hand turning cold in hers, the unmistakable metallic smell of blood and those  _ **_fucking sirens_ ** _. Her senses were overloaded and she stood abruptly, stumbling backward, suddenly unable to breathe.  _

_ A harsh knock pulled her back in as she looked to May and Peter, “I’ll be keeping watch.” And she was gone, swinging through the living room window as the police and paramedics flooded the apartment. She watched the scene unfold from the top of an adjacent building. She watched the paramedics put a white sheet over Ben’s body and take him out of the room. She watched as May and Peter held each other in the living room. She followed when the police took them to a hotel to stay for the night. She stayed and watched until the small family cried themselves to sleep.  _

_ ** _

_ The funeral had been a week later. Peter’s hand never left hers but he couldn’t look at her. He had squeezed her fingers so tightly his knuckles turned white. She looked at him, guilt flooding into her heart; his eyes were puffy, rimmed with red, large black bags beneath from the lack of sleep. He had tear marks almost permanently etched into his face.  _

_ As the last shovel of dirt was thrown onto the grave, Peter bent his head in defeat. Aunt May let out a small sob. The three of them stood there quietly, paying their respects. Aunt May squeezed Peter’s hand and gave Gwen a squeeze on the shoulder. Peter couldn’t take it anymore and pulled Gwen away to give May a moment alone.  _

_ When they were out of earshot, Peter looked at her for the first time all day, “Thank you.” His voice trembled as he threw his arms around her pulling her close and firmly to him, “If you hadn’t come...I don’t know that May or I would be here.” _

_ She hugged him back tightly, tears pricking her eyes, “I’m sorry I couldn’t…” but she couldn’t finish her sentence. She couldn’t save Ben.  _

_ She felt Peter shake his head, “Don’t apologize. You didn’t pull the trigger. We would all be dead without you.” _

_ ** _

Gwen fiddled with the necklace Peter had gotten her for her 14th birthday, as the memories of the last few weeks filtered in and out. Despite all of the bad things she could only focus on one thing; the way Peter’s hand had felt in hers. Despite all of the hurt and pain, the warmth of his hand still lingered on her skin even a week later. The thought of his hand brought warmth to her cheeks that she didn’t quite understand. Or maybe she just didn’t  _ want _ to think about it. Even more so, she  _ couldn’t _ think about it. Not today. Not when she had a potential family visiting. 

Amid all of the chaos, Mrs. Whitfield had told her that someone had inquired about adopting her. They were coming for a visit today and Gwen was nervous. It was rare that kids older than 13 even got family visits; after a certain age, most families weren’t interested in adopting you. 

Gwen fidgeted with her small, heart shaped necklace as she waited for the family. Mrs. Whitfield hadn’t told her much; apparently at the request of the family themselves. 

Gwen hated meeting families. Since she was young she had been plucked by a handful of hopefuls; she was, after all, whip smart and a very pretty young girl but her attitude and aggression sent her back into the frigid arms of the group home. It had only gotten worse with the other children as she got her powers; Mrs. Whitfield ultimately deciding that Gwen would be better off rooming alone. It was rare for someone in her position to even  _ have _ her own room, but since taking on the job of Spider-Woman it worked out much better for her. And to boot, she wasn’t getting along better with the other children in the group home; except for the ones who needed a little protection. She was much less of a risk being put by herself. 

Her room was small but the saving grace was the little window seat she could sit in when the days were nice; much like today. She loved to sit and read in the window or sometimes she would just sit and observe the bustle of Queens. She sighed, getting up from her seat in the window. She chewed her nails nervously, pacing around her room. She hated how nervous this kind of thing made her. To give herself some comfort she went over to the small cork board by her desk; it was filled with little drawings from some of the younger kids at the group home. She may be the one who got in trouble for all of the fights but the ones she was protecting knew better. She smiled as she ran her fingers across a few of the drawings. 

Due to her exceptional new senses she heard Mrs. Whitfield and her potential family as soon as they entered the hallway. Though, Gwen could hardly call it a family; it was clear from the heartbeats that only two people were coming down the corridor. Gwen took a deep breath and straightened her pink t-shirt a little bit and then put her fingers back around the necklace, tugging it lightly.

“She has caused a lot of trouble in her previous placements. She is very bright but her attitude is even more blazing.” Mrs. Whitfield stated neutrally to the other person. Gwen grimaced and looked down at her beat up converse.

“I assure you Holland, attitude is something I am entirely used to. In fact, I am known for having a hefty amount of it myself.” A man with a deep, friendly voice tittered. The voice sounded familiar to her; almost too much but she still couldn’t place it. But despite it’s cheeriness it was clear he also didn’t like what the woman had to say about Gwen. Which did ease Gwen’s nerves a little bit.

Even from her room, Gwen could feel Mrs. Whitfield’s heartbeat increase rapidly; no doubt she was blushing that someone was referring to her by her first name. 

“Be prepared sir, she is quite,” Mrs. Whitfield hesitated, “prickly.” 

She could practically feel the man's irritation at Mrs. Whitfield through the door; this did make her feel slightly better at the prospect of her visit. She didn’t hate Mrs. Whitfield but to say she was fond would be the overstatement of the year. 

A soft knock came from the other side of the door. Gwen was too nervous to answer the door and quickly tucked herself back into the window seat, “Come in.” 

The door swung open with an aggravating creak, “Gwendolyne, your 2 o’clock is here.” 

“Great.” Gwen said, emotionless, refusing to look toward the door. 

She could feel the vibrations from the two people in the room; the man, she could tell, had his eyebrows raised and Mrs. Whitfield started cheerfully, “Gwen we were so happy to hear that you applied for this internship! It’s amazing that your brains have not only landed you a potential position but a potential forever home as well.”

Gwen huffed but only because she was confused. What internship could she possibly be talking about? Still, she didn’t want to show her cards to whomever this man was and certainly not to Mrs. Whitfield so she still stayed in place. 

“I will leave you two to get acquainted. Good luck.” Mrs. Whitfield sighed, patting the man on the shoulder and closing the door behind her. 

The second the door closed Gwen turned around to meet the man, her eyes grew wide and she was caught off guard. It was Tony Stark. _ The _ Tony Stark. He was wearing a dark, casual suit and had a stack of what looked like magazines under his arm. He also had a dark bruise under his left eye and a bandage around his hand, no doubt from the attack during the meeting for the Sokovia Accords. The aftermath was all the news. He was looking at her with a curious expression on his face; like she was a puzzle he was trying to figure out. She did not care much for that at all. 

“No fucking way.”

\--

**Tony POV**

He didn’t care much for Mrs. Whitfield; this much he knew already. He didn’t like that when he first called inquiring about a Gwendolyne Maxine Stacy, that the woman immediately tried to steer him in a different direction. She kept reiterating that there were more  _ deserving _ children and that Miss Stacy had proved time and time again that she wasn’t suited for a family.

But Tony had insisted. He made up some bullshit about an internship at Stark Industries that she had applied for with Pepper Potts before her untimely death at the hands of Aldrich Killian. He explained that due to his own grief and turmoil he had killed the program only to re-establish it in the name of the love he had lost a few years prior.

Mrs. Whitfield had been enamored by this declaration of love; Tony detested her. She let him know that Gwen had some unexpected troubles that week and would be with a dear friend who had lost a loved one but she could schedule him for 2 o’clock the following Thursday to have a meeting. 

A week later Tony arrived at the dinghy doorstep of a group home in Queens. He could hear shouting inside; he looked to the second floor of the building and he noticed a girl, alone sitting in a window looking out over the streets. He knew that was her and even though he had seen her records and knew who she was, he was still a little surprised that this girl; with her blonde hair in two braided pigtails, big eyes with bigger pink framed glasses, and a pink t-shirt could be the one causing so much trouble in her home and at school. He watched as she fiddled with a locket around her neck. She was clearly nervous. Tony took a deep breath and went through the front door. 

Mrs. Whitfield was already waiting for him and turned a deep crimson upon seeing him; he had that effect on people. He turned on the charm immediately, “You must Holland Whitfield. I so appreciate you penciling me in on such a short notice.”

The woman blushed deeper, “Oh Mr. Stark it’s nothing. In truth,  _ Gwen _ hasn’t had a visitor since she was thirteen. I was so shocked when I got your call.”

Tony’s insides curdled at the way she said Gwen’s name; like she couldn’t stand the child. Still, he plastered on a smile as he explained the internship and his late fiance’s wish to adopt a child. 

As they walked down the hall Tony asked more about this Gwen Stacy and her earlier visits with potential families. 

“She has caused a lot of trouble in her previous placements; fighting with the children of the families, blatant disrespect for the adults, and such. She is very bright but her attitude is even more blazing.” Mrs. Whitfield muttered a bit harshly as they walked down the hall. 

Tony laughed good naturedly but inside his disdain for the woman continued to grow, “I assure you Holland, attitude is something I am entirely used to. In fact, I am known for having a hefty amount of it myself.” 

Mrs. Whitfield flushed again, embarrassed this time that she had obviously been caught in her own contempt for the girl, ““Be prepared sir, she is quite…prickly.”

Since her back was to him as she knocked on the door, Tony rolled his eyes. He was certain he may be able to see his spine but he kept his composure as he heard a faint, “Come in.”

She didn’t bother turning around as the two adults entered; in fact, she didn’t move a single muscle.

Mrs. Whitfield shrugged her shoulders and happily broke the silence, “Gwen we were so happy to hear that you applied for this internship! It’s amazing that your brains have not only landed you a potential position but a potential forever home as well.”

Tony heard the girl scoff as if she knew he was bullshitting Mrs. Whitfield and yet she still said nothing. 

Mrs. Whitfield rolled her eyes as she patted Tony on the shoulder, “I will leave you two to get acquainted. Good luck.” 

Then the insufferable woman was gone and Tony was relieved. The girl turned around almost as soon as the door closed and when her eyes looked him over she looked baffled, “No fucking way.”

\--

**Both POV**

She instantly knew why he must be here; he had to know somehow that she was the Spider-Woman. She knew she hadn’t applied for any internship and more importantly she knew that the man standing in front of her was a genius. The only real question she wanted to know was why did he care. But she could wait on that answer. For now, she was going to wait on the billionaire to speak first. 

Tony was still just observing the kid. Her expression was unreadable but her head was tilted in curiosity. He hadn’t expected her to be like this; in truth, he wasn’t sure what he had expected but it wasn’t a girl decked out in pink with the defiance of a younger Tony Stark in her eyes. Other than her initial reaction she hadn’t done anything other than look at him; like he was the puzzle. If he was right about that he expected eventually they would get along like a house on fire. He was a solver of puzzles himself. 

“Quick question of the rhetorical variety,” Tony started setting his stack of magazines at the edge of her desk and lifting his phone; projecting a holographic video before her, “that’s you right?”

The video was of the Spider-Woman, in her pink and white track style suit, swinging over a few cars in the street, webbing some criminal in her path. Gwen tilted her head the opposite way; sizing Tony up. But still she stayed silent. 

The video continued as Gwen saw herself catch a large vehicle and Tony tilted his own head in the same direction, “Look at you go. Wow. Nice catch, three thousand pounds at forty miles and hour. That’s not easy. Got mad skills.”

Gwen looked him up and down. She would be lying if she said her insides didn’t glow with a little bit of pride; no one other than Peter ever gave her any sort of praise. And it  _ was _ impressive. She remembered how it had felt stopping that car from hitting the bus. And the praise was coming from Iron Man himself. But still, she wanted to play close to the chest. He clearly wanted something from her and it probably wasn’t to adopt her and whisk her off to Stark Tower. Her stomach panged with unwanted disappointment at the thought. She wanted him to get to the point but didn’t want to just admit she was the Spider-Woman. Instead, as she continued to size him up, she went down the disrespectful route instead.

“Do you pay someone to make your beard look like that?” She deadpanned turning away from him and instead put her attention to the computer Peter had helped her build on her 15th birthday. 

Tony was genuinely taken aback. He hadn’t insulted the kid at all; he had really only complimented her  _ mad skills _ . It was clear to Tony from her files that praise from adults was probably something she didn’t come by often, or at all. Deflecting with a flippant remark instead; classic Tony move. And then he laughed; genuinely laughed because he realized he was basically dealing with the teenage girl version of himself. 

“You wound me, kid.” He said good naturedly, looking around the room. 

Gwen couldn’t help but smirk; adults never laughed when she basically insulted them. So far, this visit was already off to a better start than any of her previous ones and so far all she had done was curse at him and insult him. She turned to look at the man again and decided to throw him bone, “Anyway, it’s not like any of that stuff is real. You can make basically anything on Youtube these days.”

“Uh huh.” Tony said absentmindedly, knowing the kid was humoring him. He saw a loose tile on her ceiling and a broom in the corner. As the girl fiddled with her computer and spoke, Tony ignored her and went to poke the tile with the broom.

_ Thwip.  _

Before Tony could hit the tile, Gwen had webbed the tile closed. By the time Tony looked at her again and Gwen’s arms were tucked under her armpits; her mouth turned up in the slightest smile; eyes blazing. 

“So,” Tony grinned, “you’re the...Spiderling. Crime fighting spider? You’re Spider-Girl?”

Gwen scoffed, “Spider-Woman.”

“Not in that onesie you’re not.” Tony said pointedly, getting some of the webbing onto the end of the broom and looking at it carefully.

Gwen rolled her eyes at the man, “Well, we can’t all have custom made million dollar suits.” 

“Who else knows? Anybody?”

“Nobody.” Gwen lied easily; albeit maybe too quickly. 

“Not even Mrs. Busybody?” Tony asked jokingly, gesturing outwardly; obviously talking about Mrs. Whitfield. 

“Definitely not.” Gwen actually laughed a little at this. She couldn’t help but want to be cold toward the man; he didn’t want to be her family; he wanted to use Spider-Woman for something. Yet she couldn’t deny there was a certain presence that the man gave that made her feel more at ease. When it came to adults she was never really at ease. 

“You know what I think is really cool? This webbing.” He was examining the fluid on the end of the broom with his fingers “That tensile strength is off the charts. Who manufactured that?”

Gwen became equal parts proud and tense; she had already told him no one else knew but the truth was, Peter had helped her in engineering the web fluid. She could have done it on her own but when everything happened to her she was so freaked out and alone she had to tell Peter. And as per usual, all Peter wanted to do was help; so they worked on making the fluid together. He’d even bought her a pair of pink pool goggles with dark lenses when she had explained the difficulty she had maintaining focus. But whatever she was about to be tangled into, she definitely didn’t want Peter involved. 

“Me.” She lied again. 

“No help from one Peter Parker then?” Tony raised an eyebrow and Gwen blanched. Her fists balled up slightly; she should have known that he would know who Peter was too. She was used to lying to adults and usually she didn’t care but in this moment she felt...guilty being caught in a lie. 

“I’ll just assume your silence means you may have had some help. More questions; climbing walls? How are you doing that? Adhesive gloves?” 

“No. You’re a genius. Figure it out.” 

“Scopulae.” It wasn’t a question. 

Gwen nodded, looking down at her fingertips. Tony had guessed as much on his own but wanted the girl to confirm. 

“Can you even see through those ridiculous goggles?” Tony was rewatching the video on his phone. 

“Yes.” She fiddled with her computer keyboard and added quietly, “since the incident, it’s like my senses are dialed up to eleven; the goggles help me focus.”

“Well kid, you’re in dire need of an upgrade. Systemic. Top to bottom. Hundred point restoration.” He was sitting in the chair next to her desk now.

Gwen didn’t quite know what to think of that but the idea of a new suit did make her feel a little excited. She was smart enough to know that whatever Tony Stark was offering her was one hundred percent better than the makeshift suit she had now. She was wondering if he would let her help him with the new suit; see how things worked in his world famous labs. She tentatively sat across from him on her bed, waiting for him to continue. She smoothed out the rumpled corner of her lackluster comforter. 

“Why are you doing this? I gotta know, what’s your MO? What gets you out of that twin bed in morning?” He asked seriously. After reading up on her and the Parker kid he had expected something a little different. He wasn’t upset with what he was getting; he liked a strong personality; he just had a different image in his mind. Gwen and the Parker kid had been to a ton of his expos and were both top of their class at Midtown; although Gwen had a pretty sizable disciplinary record. But as far as Tony could tell it was because she was looking out for the underdog.

Gwen blinked at him, truly not expecting that to be his question. Images of Ben Parker floated in her mind; she could hear May’s screams again and Peter’s terrified face. She looked away from him and chewed the inside of her lip; really thinking before answering. 

“Because, I’ve been me my whole life. I’ve had these powers for almost a year now. I read books and I build computers with Peter. And sure, I would love to be in a dance troupe and stick it to those girls who made fun of me for years but I couldn’t then so I shouldn’t now.” 

“Sure, cause you’re different.”

Gwen made a face but nodded, “Exactly. But I can’t tell anyone that so I’m not...other than Peter. I couldn’t keep it from him. He’s all I have. The one thing that...keeps me grounded in all of this new chaos.” 

“Look,” she took a sharp breath, “when you can do the things that I can and then you falter...and then the bad things happen...they happen because of you.” She finished the last part quietly; thinking only of Ben Parker and that if she had been smarter or quicker then he would still be alive today. 

Tony wasn’t all too shocked; he’d read about the death of Ben Parker and after researching the Spider-Woman and Gwen herself, he knew she had to blame herself for what happened that night. In her eyes it was clear that she held the weight of his death on her young shoulders.

“So,” Tony muttered, “you wanna look out for the little guy; you wanna do your part; make the world a better place and all that?”

Gwen nodded, “Just looking out for the little guy.” She said the little guy but she only had one little guy in mind; the feeling of a warm hand ghosted over her skin again and she rubbed her palm absentmindedly. 

Tony stood then and walked the very short distance to where she sat on her bed, “Can I sit here?”

She nodded, still looking at her palm and scooted over a little. The bed dipped where he sat and Tony, honest to goodness, felt a little weird. He liked the kid; truly. He settled for patting her on the shoulder. 

Gwen tensed as his hand touched her shoulder; if she wasn't used to praise she certainly wasn't used to a kind gesture from an adult. Her teachers had grown tired of her attitude and she had grown tired of their ineptitude. Tony Stark may only be searching for a means to end with her right now but he hadn’t treated her like she was some dumb, stuck up kid. Her spider senses actually felt a little calm; almost like when she was with Peter. She finally looked at the man.

They smiled at each other slightly and Tony asked, “You gotta passport kid?”

Gwen snorted, “Oh sure. I leave the country on my private jet once a week. Can’t you see from the luxury around you. I have it made, Tony Stark.” 

Tony clicked his tongue, “You ever been to Germany?” 

“It’s where I got my stunning spider suit.” 

Tony ignored her, “You’re going to love it.”

“I can’t go to Germany!”

“Why?”

“I have...homework?” Gwen wasn’t even sure what the real reason for not wanting to go was. She would love to go to Germany. She would love to go anywhere that wasn’t school or here. And in truth, as the school year was coming to a close she also didn't have a lot of homework.

“All right, I’m gonna pretend you didn’t say that. We can bring your friend along too; Peter Parker. If he helped you design that web fluid we may need him on the team anyway.” Tony had clued in before he had even met Gwen that Peter Parker was going to be a package deal. 

Gwen’s face lit up despite herself, “Okay. Cool.” 

Tony grinned and stood up, stretching his arms out and going to grab the magazines he’d left on the corner of the shelf. 

Her heart fluttered with excitement but reality came crashing down around her; this wasn’t what the man was supposed to be here for. She looked down at her ratty Converse and lightly scuffed her right foot over her left.

“What’s up, kid?” 

She couldn’t look at him; she was too embarrassed. She wasn’t the type to get lost in feelings and emotions. She didn’t have a lot of memories of her parents but her father had been the Commissioner and she had been raised pretty strict. Facts over feelings and all that. He never let her cry; told her to suck it up and be strong. He had made sure to praise her intellect but to squash her emotional responses. She hadn’t even cried at their funeral. But with her physical senses now dialed up to eleven; her emotions suffered the same fate. And she was getting better at keeping it all under wraps; but she couldn’t explain to herself right now why it made her feel so bad that the man was leaving already. Maybe if she really thought about it she did; she had been excited that someone was coming to see her. She hated the group home and she did see Tony as a potential way out. 

“Is that all you came here for?” She asked quietly, placing her thumb nail in her mouth and chewing down. 

“No, kid.” Tony grabbed the magazines he brought from the desk and sat them next to her, “These are some catalogues Rhodey suggested to me. Go through and pick out whatever you want for your room.”

“M-my room?” Gwen asked, surprised.

Tony rubbed his neck awkwardly, unable to look at her now, “Yeah. For your home visit. I have some paperwork and junk to fill out with Mrs. Whitfield and I’ll be back in a few for the catalogues. Tomorrow I will pick you up and we’ll get your Parker friend filled in on everything.” 

“Whatever I want?” 

“Yeah, kid. Whatever you want. ” He turned around to leave and then turned back to the girl and patted her on the back before leaving the room. 

Gwen broke out into a wide smile as she opened the first catalogue. 

**

Gwen was practically buzzing the next day as she waited for Tony to arrive. She didn’t have a lot possessions so she just stood by Mrs. Whitfield outside, bouncing on her heels. 

“Well, this is certainly exciting isn’t it?” Mrs. Whitfield asked conversationally. 

Gwen normally wasn’t one for pleasantries or engaging much with Mrs. Whitfield but she was so excited her normal steely demeanor had melted away for now, “Yeah. I think...I think this might be the right one.” 

Mrs. Whitfield smiled at her, genuinely smiled, “I think you may be right, Gwen.” After visiting with Gwen, Tony hadn’t been quite as patient with Mrs. Whitfield and she thought the two might actually be a perfectly, imperfect family match. 

Gwen was beaming when a sleek black car pulled up in front of the home. A man got out of the front as Tony stepped out of the back of the vehicle. He introduced the man as Happy, though Gwen thought he looked anything but. 

Soon, they were pulling away from the home, heading to the Parker residence and Gwen’s heart felt lighter than it had in years. 

**Notes for the Chapter:**

> There you have it! Excited for more action packed chapters!
> 
> I love comments and kudos, they feed my very hungry soul. Every view makes my heart soar with the eagles nest. Have a safe weekend!

**Author's Note:**

> I hope that you have liked it so far and am really excited to update! I am hoping to update 2 chapters each week for the past and the present parts. I love kudos and comments! They're like tiny morsels of life.


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